Montana Technologies Corp. Files S-1 Registration Statement

TL;DR

<b>Montana Technologies Corp. has filed an S-1 registration statement, marking a significant step in its public offering process.</b>

AI Summary

Montana Technologies Corp. (AIRJW) filed a IPO Registration (S-1) with the SEC on April 12, 2024. Montana Technologies Corp. has filed an S-1 registration statement with the SEC. The company was formerly known as Power & Digital Infrastructure Acquisition II Corp. The filing indicates a name change date of April 6, 2021. The principal executive offices are located at 34361 Innovation Drive, Ronan, Montana. The filing is for registration under the Securities Act of 1933.

Why It Matters

For investors and stakeholders tracking Montana Technologies Corp., this filing contains several important signals. This S-1 filing is a prerequisite for any public offering of securities, indicating the company's intent to raise capital or provide liquidity to existing shareholders. The change from 'Power & Digital Infrastructure Acquisition II Corp.' to 'Montana Technologies Corp.' suggests a strategic shift or rebranding, potentially related to its core business operations or market focus.

Risk Assessment

Risk Level: low — Montana Technologies Corp. shows low risk based on this filing. The filing is an S-1 registration statement, which is a standard procedural document for companies planning to go public or conduct a public offering, and does not contain specific financial performance data or operational details that would indicate immediate risk.

Analyst Insight

Monitor future filings for detailed financial information and business strategy following this S-1 registration.

Key Numbers

• 2024-04-12 — Filing Date (Date the S-1 registration statement was filed)
• 333-278633 — SEC File Number (SEC file number associated with the registration)
• 0001855474 — Central Index Key (Registrant's Central Index Key)
• 3585 — SIC Code (Standard Industrial Classification code)
• 2021-04-06 — Name Change Date (Date of former company name change)

Key Players & Entities

• Montana Technologies Corp. (company) — Registrant name
• Power & Digital Infrastructure Acquisition II Corp. (company) — Former company name
• Jeff Gutke (person) — Chief Financial Officer
• Ryan J. Maierson (person) — Copies to counsel
• John M. Greer (person) — Copies to counsel
• Latham & Watkins LLP (company) — Counsel for registrant
• 34361 Innovation Drive (location) — Principal executive offices address
• Ronan, Montana (location) — Principal executive offices city and state

FAQ

Industry Context

The company operates within the industrial equipment sector, specifically air conditioning, heating, and refrigeration equipment.

Regulatory Implications

The filing is made under the Securities Act of 1933, which governs the registration of securities offered to the public.

What Investors Should Do

1. Review the full S-1 filing for detailed financial statements and business descriptions.
2. Track subsequent SEC filings for updates on the public offering status.
3. Research the company's business model and market position within the industrial equipment sector.

Year-Over-Year Comparison

This is the initial S-1 filing for Montana Technologies Corp. under its current name, indicating a new phase for the company's public market activities.

Key Financial Figures

• $0.0001 — 000 shares of our Class A common stock, $0.0001 par value per share ("Class A Common St
• $1.00 — ed in a private placement at a price of $1.00 per Private Placement Warrant in connec
• $10.00 — ginally issued in the IPO at a price of $10.00 per unit, with each unit consisting of
• $11.50 — e of Class A Common Stock at a price of $11.50 per share. This prospectus also relate
• $0.004 — were originally acquired at a price of $0.004 per share in connection with the initia
• $8.50 — s defined below) at a purchase price of $8.50 per share by the PIPE Investor (as defi
• $293.3 million — us. We will receive up to approximately $293.3 million from the exercise of the Warrants, assu
• $11.00 — price for our Class A Common Stock was $11.00. If the price of our Class A Common Sto
• $10.996 — ay experience potential profit of up to $10.996 per Founder Share (or approximately $75
• $75.1 million — 996 per Founder Share (or approximately $75.1 million in the aggregate based on the Sponsor's
• $1.0 million — p to $11.00 per share (or approximately $1.0 million in the aggregate based on the Former In
• $3.0 million — to $10.996 per share (or approximately $3.0 million in the aggregate based on the Anchor In
• $2.50 — ay experience potential profit of up to $2.50 per share (or approximately $1.5 millio
• $1.5 million — up to $2.50 per share (or approximately $1.5 million in the aggregate based on the PIPE Inve
• $0.61 — osing price for our Public Warrants was $0.61. Our business and investment in our se

Filing Documents

• ea0203306-01.htm (S-1) — 5069KB
• ea020330601ex5-1_montana.htm (EX-5.1) — 21KB
• ea020330601ex23-1_montana.htm (EX-23.1) — 2KB
• ea020330601ex23-2_montana.htm (EX-23.2) — 2KB
• ea020330601ex-fee_montana.htm (EX-FILING FEES) — 16KB
• timage_001.jpg (GRAPHIC) — 406KB
• timage_002.jpg (GRAPHIC) — 722KB
• timage_003.jpg (GRAPHIC) — 770KB
• timage_004.jpg (GRAPHIC) — 418KB
• timage_005.jpg (GRAPHIC) — 510KB
• ex5-1_001.jpg (GRAPHIC) — 7KB
• ex5-1_002.jpg (GRAPHIC) — 5KB
• 0001213900-24-032262.txt (&nbsp;) — 17283KB
• airj-20231231.xsd (EX-101.SCH) — 47KB
• airj-20231231_cal.xml (EX-101.CAL) — 27KB
• airj-20231231_def.xml (EX-101.DEF) — 239KB
• airj-20231231_lab.xml (EX-101.LAB) — 399KB
• airj-20231231_pre.xml (EX-101.PRE) — 244KB
• ea0203306-01_htm.xml (XML) — 946KB

USE OF PROCEEDS

USE OF PROCEEDS 30 DETERMINATION OF OFFERING PRICE 31 DIVIDEND POLICY 32 MARKET INFORMATION 33 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 34

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 46

BUSINESS

BUSINESS 54 MANAGEMENT 67 EXECUTIVE AND DIRECTOR COMPENSATION 73 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 76 PRINCIPAL STOCKHOLDERS 78 SELLING SECURITYHOLDERS 80

DESCRIPTION OF SECURITIES OF MONTANA

DESCRIPTION OF SECURITIES OF MONTANA 83 PLAN OF DISTRIBUTION (CONFLICT OF INTEREST) 92 LEGAL MATTERS 95 EXPERTS 95 WHERE YOU CAN FIND MORE INFORMATION 95 INDEX TO FINANCIAL STATEMENTS F-1 i Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission (the "SEC") using a "shelf" registration process. By using a shelf registration statement, the Selling Securityholders may sell up to (i) up to 54,825,138 shares of Class A Common Stock, which consists of (a) up to 31,164,761 shares of Class A Common Stock issued in connection with the Business Combination (as defined below) at an assumed value of $10.00 per share by certain of the Selling Securityholders named in this prospectus, (b) up to 4,759,642 shares of Class A Common Stock issuable upon the conversion of 4,759,642 shares of Class B Common Stock issued in connection with the Business Combination at an assumed value of $10.00 per share by certain of the Selling Securityholders named in this prospectus, (c) up to 6,827,969 shares of Class A Common Stock issued to the Sponsor upon the conversion of 6,827,969 Founder Shares in connection with the consummation of the Business Combination, which Founder Shares were originally acquired at a price of $0.004 per share in connection with the XPDB IPO by the Sponsor, (d) up to 90,000 shares of Class A Common Stock issued to the Former Independent Directors upon the conversion of 90,000 Founder Shares in connection with the consummation of the Business Combination, which Founder Shares were initially acquired from the Sponsor for services rendered to XPDB at no cost, by certain of the Selling Securityholders named in this prospectus, (e) up to 269,531 shares of Class A Common Stock issued to the Anchor Investors in connection with the consummation of the Business Combination, which shares were purchased from the Sponsor at a purchase price $0.004 per share con

View Full Filing

View this S-1 filing on SEC EDGAR