Form 8-K - Current report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 7, 2024

Montana Technologies Corporation

(Exact name of registrant as specified in its charter)

Delaware		001-41151		86-2962208
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

34361 Innovation Drive

Ronan, Montana

59864

(Address of principal executive offices)

(Zip Code)

(800) 942-3083

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	AIRJ	Nasdaq Capital Market
Warrants to purchase Class A common stock	AIRJW	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 7, 2024, Montana Technologies Corporation (the “Company”) announced the expansion of its management team, including the appointment of Stephen Pang as the Company’s Chief Financial Officer. In connection with Mr. Pang’s appointment, Jeff Gutke, who previously served as the Company’s Chief Financial Officer, transitioned to become the Company’s Chief Administrative Officer.

Mr. Pang will receive an annual base salary of $300,000 and an annual incentive award targeted at 50% of his base salary. In addition, Mr. Pang will be eligible for annual long-term incentive awards with an annual aggregate grant-date target value equal to $500,000. In addition, the Company plans to enter into its standard form of indemnification agreement with Mr. Pang, the form of which was filed with the Securities and Exchange Commission (“SEC”) as Exhibit 10.3 to the Company’s Form 8-K disclosing the closing of the business combination and related transactions, dated March 20, 2024.

Stephen Pang, age 42, previously served as Managing Director and Portfolio Manager at TortoiseEcofin Investments (“TortoiseEcofin”) and was responsible for TortoiseEcofin’s public and private direct investments across its energy transition and infrastructure strategies. At TortoiseEcofin, he served as Chief Financial Officer for Tortoise Acquisition Corp., which merged with Hyliion Inc. (NYSE: HYLN) in October 2020. After the business combination, he continued to serve as a director and was a member of its Audit Committee until February 2024. Mr. Pang also served as Chief Financial Officer and a Director of Tortoise Acquisition Corp. II until the completion of its business combination in August 2021 with Volta Industries, Inc. (“Volta”). Volta was subsequently acquired by Shell USA in March 2023. Prior to joining the Company, he also served as President and Chief Financial Officer of TortoiseEcofin Acquisition Corp. III (NYSE: TRTL), which announced a business combination with One Energy Enterprises Inc. in August 2023. Before joining Tortoise Capital Advisors in 2014, Mr. Pang was a director in Credit Suisse’s Equity Capital Markets Group. Prior to joining Credit Suisse in 2012, he spent eight years in Citigroup Global Market’s Investment Banking Division, where he focused on equity underwriting and corporate finance in the energy sector. Mr. Pang earned a Bachelor of Science in Business Administration from the University of Richmond and is a CFA charterholder.

The appointment of Mr. Pang was not pursuant to any arrangement or understanding with respect to any other person. There are no family relationships between Mr. Pang and any director or executive officer of the Company, and there are no transactions between Mr. Pang and the Company that would be required to be reported under Item 404(a) of Regulation S-K other than the indemnification agreement to be entered into between Mr. Pang and the Company.

Item 7.01 Regulation FD Disclosure

On May 7, 2024, the Company issued a press release announcing the expansion of its management team, a copy of which is attached as Exhibit 99.1 hereto and incorporated herein by reference.

The information furnished pursuant to this Item 7.01 (including the exhibits) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933 (as amended, the “Securities Act”) or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

99.1		Press release of Montana Technologies Corporation, dated May 7, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Montana Technologies Corporation

Date: May 7, 2024	By:	/s/ Jeff Gutke
	Name:	Jeff Gutke
	Title:	Chief Administrative Officer

Exhibit 99.1

Montana Technologies Corp. Expands Management Team with Key Appointments

Diverse Team of Financial and Legal Executives Brings Expertise Across Energy Industry

Ronan, MT, May 7, 2024 -- Montana Technologies Corp. (NASDAQ: AIRJ) (“Montana”), the developer of AirJoule^®, a transformational atmospheric thermal energy and water harvesting technology, announced today that it has appointed the following financial and legal executives to its management team:

●

Stephen Pang, Chief Financial Officer;

●

Chad MacDonald, Chief Legal Officer; and

●

Tom Divine, Vice President, Investor Relations and Finance

In conjunction with these new appointments, Jeff Gutke, who since 2021 served as the Chief Financial Officer of Montana’s predecessor company, Montana Technologies LLC, is transitioning into the new role of Chief Administrative Officer at Montana. The management team will also include Pat Eilers, the Chairman of Montana’s Board of Directors, who has been named Montana’s Executive Chairman.

Matt Jore, Chief Executive Officer and Director of Montana, said, “I am thrilled to welcome Stephen, Chad, and Tom to the Montana team. Collectively, they bring a wealth of knowledge and public company experience, serving as critical additions as we continue to scale our operations and progress in responding to the increasing global demand for water and air conditioning. I would also like to thank Jeff for his immense dedication and hard work over the last three years, and I am delighted that he can now amplify his focus on the most critical administrative functions required of our newly public company.”

Pat Eilers, Executive Chairman, said, “Adding a strong management team to our outstanding technology team is key to accomplishing the ambitious and important work that lies ahead for Montana. We look forward to capitalizing on each member’s expertise and skillset, and we are confident that they will play a significant role as we continue to advance AirJoule^® toward wider commercial adoption.”

Montana also announced today that members of its management team will ring the Nasdaq Opening Bell on Wednesday, May 22^nd. A live stream of the Nasdaq Opening Bell will be available at: https://www.nasdaq.com/marketsite/bell-ringing-ceremony.

Additional Information About Newly Appointed Executives

Stephen Pang previously served as Managing Director and Portfolio Manager at TortoiseEcofin Investments (“TortoiseEcofin”) and was responsible for TortoiseEcofin’s public and private direct investments across its energy transition and infrastructure strategies. At TortoiseEcofin, he served as Chief Financial Officer for Tortoise Acquisition Corp., which merged with Hyliion Inc. (NYSE: HYLN) in October 2020. After the business combination, he continued to serve as a director and was a member of its Audit Committee until February 2024. Mr. Pang also served as Chief Financial Officer and a Director of Tortoise Acquisition Corp. II until the completion of its business combination in August 2021 with Volta Industries, Inc. (“Volta”). Volta was subsequently acquired by Shell USA in March 2023. Prior to joining Montana, he also served as President and Chief Financial Officer of TortoiseEcofin Acquisition Corp. III (NYSE: TRTL), which announced a business combination with One Energy Enterprises Inc. in August 2023. Before joining Tortoise Capital Advisors in 2014, Mr. Pang was a director in Credit Suisse’s Equity Capital Markets Group. Prior to joining Credit Suisse in 2012, he spent eight years in Citigroup Global Market’s Investment Banking Division, where he focused on equity underwriting and corporate finance in the energy sector. Mr. Pang earned a Bachelor of Science in Business Administration from the University of Richmond and is a CFA charterholder.

Chad MacDonald most recently served as Senior Vice President & Deputy General Counsel at Permian Resources (NYSE: PR), an independent upstream oil and gas company. Prior to joining Permian Resources in 2022, he served as Vice President and Associate General Counsel at Centennial Resource Development (“Centennial”), a predecessor oil and gas company to Permian Resources. Prior to joining Centennial in 2018, he was an Associate at Latham & Watkins, where he focused on advising public and private clients on mergers and acquisitions, private equity transactions, and capital markets transactions. Mr. MacDonald also previously served as an Associate at Paul Hastings LLP. He earned a Bachelor of Music degree from the University of Denver and a Juris Doctor degree from Vanderbilt University Law School.

Jeff Gutke previously served as Chief Financial Officer at Montana Technologies LLC since 2021. In 2021, Mr. Gutke founded Doxey Capital LLC, a private investment and advisory services firm. Prior to founding Doxey Capital LLC, Mr. Gutke served as Managing Director of Talara Capital Management and was a member of the firm’s investment committee from February 2017 to January 2021. Prior to joining Talara Capital Management, Mr. Gutke served as a Director of Denham Capital Management and a Manager at both J.M. Huber Corporation and Aquila Energy Capital Corporation. Earlier in his career, Mr. Gutke served as an Investment Banking Associate at Jefferies and an Engineer at ExxonMobil. Mr. Gutke has over twenty-five years of financial, operational, and technical experience in the private equity, structured finance, and investment banking industries, with a specific focus on energy. Mr. Gutke earned a Bachelor of Science in Mechanical Engineering from Brigham Young University and a Master of Business Administration from Tulane University.

Tom Divine previously served as Vice President of Investor Relations and FP&A at Argo Blockchain plc (NASDAQ: ARBK), a cryptocurrency mining company. Prior to joining Argo Blockchain in 2021, he spent four years in corporate finance at Hilcorp Energy, an upstream oil and gas company, and its affiliate Harvest Midstream. Prior to Hilcorp, Mr. Divine worked in financial restructuring at Opportune LLP, where he advised distressed oil and gas companies and their creditors in restructuring situations. Mr. Divine started his career as a legislative aide to a US congressman in Washington, DC. He earned a Bachelor of Arts in History and Plan II Honors from the University of Texas at Austin and a Master of Business Administration from Rice University.

About Montana Technologies Corp.

Montana Technologies Corporation is a publicly traded company that holds the intellectual properties that make up the AirJoule^® system, an atmospheric thermal energy and water harvesting technology that provides efficient and sustainable air conditioning and pure water from air. For more information, visit www.mt.energy.

Contacts

Investor Relations:	Media:
Tom Divine: investors@mt.energy	Kekst CNC: MTMediaInquiries@kekstcnc.com

Cover	May 07, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 07, 2024
Entity File Number	001-41151
Entity Registrant Name	Montana Technologies Corporation
Entity Central Index Key	0001855474
Entity Tax Identification Number	86-2962208
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	34361 Innovation Drive
Entity Address, City or Town	Ronan
Entity Address, State or Province	MT
Entity Address, Postal Zip Code	59864
City Area Code	800
Local Phone Number	942-3083
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Class A Common Stock, par value $0.0001 per share
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	AIRJ
Security Exchange Name	NASDAQ
Warrants to purchase Class A common stock
Title of 12(b) Security	Warrants to purchase Class A common stock
Trading Symbol	AIRJW
Security Exchange Name	NASDAQ