Matthew Jore Files 13D for Montana Technologies

TL;DR

**JORE FILES 13D ON MONTANA TECH - OWNERSHIP CHANGE IMMINENT**

AI Summary

Matthew Jore, via PACS Group, Inc., has filed a Schedule 13D for Montana Technologies Corp. on March 14, 2024, indicating a change in beneficial ownership. The filing does not specify the exact number of shares or percentage of ownership, but it requires disclosure under the Securities Exchange Act of 1934.

Why It Matters

This filing signals a significant change in the ownership structure of Montana Technologies Corp., potentially impacting its stock price and corporate strategy.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or shifts in control, which can introduce volatility.

Key Players & Entities

• Matthew Jore (person) — Filing person and authorized contact
• Montana Technologies Corp. (company) — Subject company
• PACS Group, Inc. (company) — Mailing address for Matthew Jore
• Power & Digital Infrastructure Acquisition II Corp. (company) — Former company name for Montana Technologies Corp.

FAQ

Key Financial Figures

• $0.0001 — suer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securiti
• $10.00 — ss A Common Stock of the Issuer, with a $10.00 value ascribed to each such share and w
• $150,000,000 — d in the Merger Agreement) of more than $150,000,000 (the “Threshold Annualized EBITDA
• $150,000,000 m — earnouts were achieved, divided by (y) $150,000,000 multiplied by (ii) $200,000,000, provided
• $200,000,000 — by (y) $150,000,000 multiplied by (ii) $200,000,000, provided that the aggregate Expected A
• $300,000,000 — cted Annualized EBITDA shall not exceed $300,000,000. The maximum value of the Earnout Share
• $200 million — of the Earnout Shares will be capped at $200 million and the ability to receive Earnout Shar
• $25.0 million — price is reasonably expected to exceed $25.0 million. The Issuer will be responsible for cer

Filing Documents

• ea0202250-13djore_montana.htm (SC 13D) — 66KB
• ea020225002ex99-2_montana.htm (EX-99.2) — 28KB
• 0001213900-24-024811.txt ( ) — 96KB

Security

Item 1. Security and Issuer. This (the “Class A Common Stock”), of Montana Technologies Corporation, a Delaware corporation (the “Issuer”), whose principal executive office is located at 34361 Innovation Drive, Ronan, MT 59864.

Identity

Item 2. Identity and Background. The Schedule 13D is being filed by Matthew Jore (the “Reporting Person”), a citizen of the United States. The business address of the Reporting Person is c/o Montana Technologies Corporation, 34361 Innovation Drive, Ronan, MT 59864. The Reporting Person’s present principal occupation is Chief Executive Officer and director of the Issuer. During the last five years, the Reporting Person has not been (i) convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities

Source

Item 3. Source and Amount of Funds or Other Consideration. Item 4 below summarizes certain provisions of the Merger Agreement (as defined below) that pertain to the securities acquired by the Reporting Person. Pursuant to the Merger Agreement, upon consummation of the Business Combination (as defined below), the Reporting Person received 2,931,654 shares of Class A Common Stock and 4,759,642 shares of Class B Common Stock (as defined below).

Purpose

Item 4. Purpose of Transaction.

Business

Business Combination On March 14, 2024 (the “Closing Date”), pursuant to an Agreement and Plan of Merger, dated as of June 5, 2023 and as amended on February 5, 2024 (as so amended, the “Merger Agreement”), by and among Power & Digital Infrastructure Acquisition II Corp., a Delaware corporation (“XPDB”), XPDB Merger Sub, LLC, a Delaware limited liability company, and the wholly owned subsidiary of XPDB (“Merger Sub”) and Montana Technologies LLC, a Delaware limited liability company (“Legacy Montana”), Merger Sub merged with and into Legacy Montana (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”), with Legacy Montana surviving the Merger as a wholly owned subsidiary of XPDB. XPDB was renamed on the Closing Date to “Montana Technologies Corporation.” CUSIP No. 612160101 13D Page 4 of 8 pages As a result of the Business Combination, (i) each holder of Legacy Montana Class B common units and Class C common units was issued shares of Class A Common Stock of the Issuer, with a $10.00 value ascribed to each such share and which will entitle the holder to one vote per share on all matters submitted to a vote of the holders of Class A Common Stock, whether voting separately as a class or otherwise, (ii) the holder of Legacy Montana Class A common units was issued shares of Class B common stock, par value $0.0001 of the Issuer (the “Class B Common Stock”), with a $10.00 value ascribed to each such share and which will entitle the holder to one vote per share on all matters submitted to a vote of the holders of Class B Common Stock, whether voting separately as a class or otherwise, and (iii) each holder of Legacy Montana stock options were issued stock options of the Issuer with substantially similar terms. Each share of Class B Common Stock is convertible into one share of Class A Common

Interest

Item 5. Interest in Securities of the Issuer. (a) – (b) Amount beneficially owned: 7,691,296 Percent of Class: 14.3% Number of shares the Reporting Person has: o Sole power to vote or direct the vote: 7,691,296 o Shared power to vote: 0 o Sole power to dispose or direct the disposition of: 7,691,296 o Shared power to dispose or direct the disposition of: 0 The share amount reported herein consists of 2,931,654 shares of Class A Common Stock held directly and 4,759,642 shares of Class A Common Stock underlying shares of Class B Common Stock held directly that are convertible within 60 days of the date hereof. The above percentage is based on 49,063,770 shares of Class A Common Stock outstanding following completion of the Business Combination. CUSIP No. 612160101 13D Page 7 of 8 pages (c) Except as described in Item 4, during the past 60 days, the Reporting Person has not effected any transactions with respect to the Class A Common Stock. (d) None. (e) Not applicable.

Contracts,

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 4 above summarizes certain provisions of the Registration Rights Agreement and the Lock-Up Agreement, and is incorporated herein by reference. A copy of each such agreement is attched as an exhibit to this Schedule 13D and is incorporated by reference. Other than as described above, the Reporting Person does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Materials

Item 7. Materials to be Filed as Exhibits. Exhibit Number Description 1 Amended and Restated Registration Rights Agreement, dated as of March 14, 2024, by and among Montana Technologies Corporation and the holders party thereto (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on March 20, 2024). 2 Lock-Up Agreement. CUSIP No. 612160101 13D Page 8 of 8 pages

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date : March 21, 2024 By: /s/ Matthew Jore Name: Matthew Jore

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View this SC 13D filing on SEC EDGAR