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 20, 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 2.02. Results of Operations and Financial Condition

On May 20, 2024, Montana Technologies Corporation (the “Company”) issued a press release announcing its financial and operational results for the first quarter of 2024. A copy of the press release is furnished as Exhibit 99.1 hereto.

The information furnished pursuant to this Item 2.02 and Item 7.01 shall not be deemed to be “filed” for the 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 shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 7.01 Regulation FD Disclosure

The information set forth under Item 2.02 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

99.1	Press release of Montana Technologies Corporation, dated May 20, 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 20, 2024	By:	/s/ Stephen S. Pang
	Name:	Stephen S. Pang
	Title:	Chief Financial Officer

Exhibit 99.1

Montana Technologies Announces First Quarter 2024 Results

Ronan, MT, May 20, 2024 - Montana Technologies Corporation (NASDAQ: AIRJ) (“Montana Technologies”), the developer of AirJoule^®, a transformational atmospheric thermal energy and water harvesting technology, today announced its first quarter results.

Key Highlights

●

Closed business combination (the “Business Combination”) with Montana Technologies LLC (“Legacy Montana”) and renamed the combined company “Montana Technologies Corporation”

$50 million minimum cash condition was exceeded by securing private investments led by Carrier Global Corporation (“Carrier”), Rice Investment Group, and GE Vernova, among other third parties (the “Capital Raise”)

Upon completion of the Business Combination, Montana Technologies’ common stock and warrants began trading on the Nasdaq Capital Market under new ticker symbols “AIRJ” and “AIRJW,” respectively

●

Formed a joint venture with GE Vernova to advance and commercialize transformational air conditioning and atmospheric water harvesting products featuring AirJoule^®technology

The joint venture is led by Bryan Barton, formerly the Senior Director of Marketing, Ventures, and Incubation at GE Vernova

●

Entered into joint commercialization agreement term sheets with Carrier to develop and commercialize the AirJoule^®dehumidifying and cooling technology for heating, ventilation, and air conditioning (“HVAC”) solutions in the Americas, Europe, India, and the Middle East

●

Ended the quarter with $37 million of cash on the balance sheet

Executive Commentary

Matt Jore, Chief Executive Officer of Montana Technologies stated, “We are excited to have completed our Business Combination and for Montana Technologies to be listed on Nasdaq. This represents a critical milestone for the company and will enable us, along with our strategic partners, to focus on developing and deploying our atmospheric thermal energy and water harvesting systems worldwide as a response to climate change and water scarcity. In addition, the recently announced partnerships with GE Vernova and Carrier showcase how our proprietary AirJoule^® technology has been embraced by industry leaders; these partnerships will open our company and technology into two enormous target markets, HVAC and atmospheric water harvesting. We believe these actions place the company on a path to create a more equitable and sustainable future by fundamentally changing how we optimize increasingly scarce energy and water resources to create a better quality of life for all.”

Pat Eilers, Executive Chairman, stated, “Montana Technologies met the core criteria of a clean tech solutions provider we were searching for when we started the process with Power & Digital Infrastructure Acquisition II Corp. Montana Technologies, through its proprietary AirJoule® units, has created a transformational technology that provides significant energy efficiency gains in HVAC and atmospheric water harvesting applications, and it addresses two of the world’s most problematic issues, energy efficiency and water scarcity. We are thrilled to have completed this transaction, and I am excited to take on the role of Executive Chairman. I look forward to partnering with our newly announced management team to deliver value in the public markets.”

Commercialization Agreement with Carrier

On January 8, 2024, Legacy Montana and Carrier, a global leader in intelligent climate and energy solutions, announced that they had entered into a binding term sheet related to a commercial collaboration to develop and commercialize the AirJoule^® dehumidification and cooling technology. Subject to certain milestones, Legacy Montana granted Carrier the exclusive right to commercialize the AirJoule^® technology into HVAC equipment in the Americas for a period of three years. Legacy Montana, acting through an affiliated joint venture, also provided Carrier with a non-exclusive right to commercialize the AirJoule^® technology into HVAC equipment in Europe, India, and the Middle East.

Carrier also committed $10 million in growth equity to Legacy Montana, which was conditional upon the successful raise of at least $50 million in aggregate capital commitments. This condition was achieved with the successful Capital Raise that occurred in conjunction with the closing of the Business Combination in March 2024. Following the Business Combination, Montana Technologies expanded its Board of Directors with the appointment of Ajay Agrawal, Senior Vice President, Global Services, Business Development and Chief Strategy Officer at Carrier.

Joint Venture Agreement with GE Vernova

On January 29, 2024, Legacy Montana announced an agreement to form a joint venture with GE Vernova, a global leader in electrification, decarbonization, and energy solutions, to incorporate GE Vernova’s proprietary sorbent materials into systems that utilize Montana’s patented AirJoule^® dehumidification, air conditioning, and atmospheric water harvesting technology.

The AirJoule® technology utilizes advanced sorbents and a self-regenerating pressure swing adsorption system to harvest thermal energy and pure water from air. GE Vernova, a recognized leader in the development of advanced materials technology for industrial systems, also seeks to deploy novel sorbent-based solutions that can enable a zero-carbon emissions future. Incorporating GE Vernova’s sorbent innovations into AirJoule® technology will enhance the performance of the joint venture’s energy-saving HVAC components as well as its atmospheric water harvesting products.

The joint venture closed on March 4, 2024. In addition, GE Vernova made an equity investment in Montana Technologies in conjunction with the Capital Raise. GE Vernova’s Advanced Research team is providing support to the joint venture’s R&D function, and Bryan Barton, formerly the Senior Director of Marketing, Ventures, and Incubation at GE Vernova, joined the joint venture full-time as its Chief Executive Officer. Dr. Barton is currently focused on expanding the joint venture team, advancing AirJoule^®prototypes, and managing initial pilot projects with key potential customers for the HVAC components and atmospheric water harvesting products.

Completion of Business Combination

On March 14, 2024, Power & Digital Infrastructure Acquisition II Corp. (“XPDB“) completed the Business Combination with Legacy Montana, which was originally announced on June 5, 2023. Upon completion of the Business Combination, the combined entity was renamed “Montana Technologies Corporation,” and its common stock and warrants began trading on the Nasdaq Capital Market under new ticker symbols “AIRJ” and “AIRJW”, respectively.

In conjunction with the Business Combination, the Capital Raise, led by investments from Carrier, the Rice Investment Group, and GE Vernova, and, together with amounts from XPDB’s trust account, exceeded the $50 million cash required to satisfy the related closing condition.

Recent Additions to the Board of Directors and Management Team

As part of the XPDB shareholder approval of the Business Combination, XPDB shareholders elected the following individuals as directors of Montana Technologies:

●

Pat Eilers, Founder and Managing Partner of Transition Equity Partners;

●

Max Baucus, Former Ambassador to China and Six-Term United States Senator from the State of Montana;

●

Paul Dabbar, Former Undersecretary of the Department of Energy for Science and current Chief Executive Officer and Co-Founder of Bohr Quantum Technology;

●

Matt Jore, Chief Executive Officer of Montana Technologies;

●

Stu Porter, Founder, Chief Executive Officer and Chief Investment Officer of Denham Capital; and

●

Marwa Zaatari, Founder and Chief Scientist of D-Zine Partners

Subsequent to the completion of the Business Combination, the following individuals were appointed as directors of Montana Technologies:

●

Ajay Agrawal, Senior Vice President, Global Services, Business Development and Chief Strategy Officer at Carrier Global Corporation; and

●

Kyle Derham, Partner at Rice Investment Group

On May 7, 2024, Montana Technologies named Pat Eilers as Executive Chairman and appointed the following executives to its management team:

●

Stephen Pang, Chief Financial Officer;

●

Chad MacDonald, Chief Legal Officer; and

●

Tom Divine, Vice President, Investor Relations and Finance

Quarterly Report on Form 10-Q

Montana Technologies’ financial statements and related footnotes will be available in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, which is expected to be filed with the Securities and Exchange Commission on May 20, 2024.

Investor Update Webcast

Montana Technologies has provided investors with an earnings call webcast. Interested parties may view the webcast by visiting the investor section of Montana Technologies’ website at www.mt.energy and clicking on the webcast link.

About Montana Technologies Corporation

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.

Forward Looking Statements

The information in this press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this press release, regarding Montana Technologies and its future financial and operational performance, as well as its strategy, future operations, estimated financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward looking statements. When used in this press release, including any oral statements made in connection therewith, the words “could,” “may,” “will,” “should,” “anticipate,” “believe,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, Montana Technologies expressly disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements herein, to reflect events or circumstances after the date of this press release.

Montana Technologies cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond Montana Technology’s control. These risks include, but are not limited to, our status as an early stage Company with limited operating history, which may make it difficult to evaluate the prospects for our future viability; our initial dependence on revenue generated from a single product; significant barriers we face to deploy our technology; the dependence of our commercialization strategy on our relationships with BASF, CATL, Carrier, GE Vernova, and other third parties history of losses, and the other risks and uncertainties described under the heading “Risk Factors” in our SEC filings including in our Registration Statement (See Risk Factors) on Form S-1 filed with the Securities and Exchange Commission (the “SEC”) on April 11, 2024. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Should one or more of the risks or uncertainties described in this press release occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Montana Technology’s SEC Filings are available publicly on the SEC’s website at www.sec.gov, and readers are urged to carefully review and consider the various disclosures made in such filings.

MONTANA TECHNOLOGIES CORPORATION
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
	2024			2023
Assets
Current assets
Cash	$	37,429,270		$	375,796
Prepaid expenses and other assets		486,338			126,971
Total current assets		37,915,608			502,767
Operating lease right-of-use asset		170,117			49,536
Property and equipment, net		4,137			3,832
In-process research and development		365,300,000			—
Goodwill		247,233,000			—
Total assets	$	650,622,862		$	556,135

Liabilities and Stockholders’ equity (deficit)
Current liabilities
Accounts payable	$	431,774		$	2,518,763
Accrued transaction fees		3,077,107			3,644,100
Other accrued expenses		6,781,239			244,440
Due to related parties		1,440,000			—
Operating lease liability, current		22,981			22,237
Total current liabilities		11,753,101			6,429,540
Earnout Shares liability		61,393,000			—
True Up Shares liability		286,000			—
Subject Vesting Shares liability		14,217,000			—
Operating lease liability, non-current		147,858			27,299
Total liabilities	$	87,796,959		$	6,456,839
Commitments and contingencies (Note 12)
Stockholders’ equity (deficit)
Preferred stock, $0.0001 par value; 25,000,000 authorized shares and 0 shares issued and outstanding as of March 31, 2024 and December 31, 2023	$	—		$	—
Class A Common stock, $0.0001 par value; 600,000,000 authorized shares and 49,063,770 and 32,731,583 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively		4,907			3,274
Class B Common stock, $0.0001 par value; 50,000,000 authorized shares and 4,759,642 shares issued and outstanding as of March 31, 2024 and December 31, 2023		476			476
Subscription receivable		(6,000,000	)		—
Additional paid-in capital		—			11,263,647
Accumulated deficit		(43,686,098	)		(17,168,101	)
Total Montana Technologies Corporation stockholders’ equity (deficit)		(49,680,715	)		(5,900,704	)
Non-controlling interests		612,506,618			—
Total stockholders’ equity (deficit)		562,825,903			(5,900,704	)
Total liabilities and stockholders’ equity (deficit)	$	650,622,862		$	556,135

MONTANA TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	Three Months Ended March 31,
	2024			2023
Costs and expenses:
General and administrative	$	827,576		$	218,175
Research and development		896,613			604,944
Sales and marketing		37,725			10,423
Depreciation and amortization		1,145			1,085
Loss from operations		(1,763,059	)		(834,627	)

Other expenses, net:
Interest income		38,236			—
Change in fair value of Earnout Shares liability		(7,672,000	)		—
Change in fair value of True Up Shares liability		269,000
Change in fair value of Subject Vesting Shares		(2,425,000	)		—
Total other expenses, net		(9,789,764	)		—

Loss before income taxes		(11,552,823	)		(834,627	)
Income tax expense		—			—
Net loss	$	(11,552,823	)	$	(834,627	)
Net loss attributable to non-controlling interests		(26,382	)		—
Net loss attributable to common stockholders of the Company	$	(11,526,441	)	$	(834,627	)

Weighted average Class A common stock outstanding, basic and diluted		36,916,955			32,599,213
Basic and diluted net loss attributable to common stockholders, Class A common stock	$	(0.28	)	$	(0.02	)
Weighted average Class B common stock outstanding, basic and diluted		4,759,642			4,759,642
Basic and diluted net loss attributable to common stockholders, Class B common stock	$	(0.28	)	$	(0.02	)

MONTANA TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Three Months Ended March 31,
	2024			2023
Cash Flows from Operating Activities
Net loss	$	(11,552,823	)	$	(834,627	)
Adjustment to reconcile net loss to cash used in operating activities
Depreciation and amortization		1,145			1,085
Amortization of operating lease right-of-use assets		52,068			5,211
Change in fair value of Earnout Shares liability		7,672,000			—
Change in fair value of True Up Shares liability		(269,000	)		—
Change in fair value of Subject Vesting Shares liability		2,425,000			—
Changes in operating assets and liabilities:
Prepaid Expenses and Other Assets		15,010			12,576
Operating lease liabilities		(51,346	)		(5,211	)
Accounts payable		(2,674,319	)		40,279
Accrued expenses, accrued transaction costs and other liabilities		(1,057,718	)		(22,948	)
Net cash used in operating activities		(5,439,983	)		(803,635	)

Cash flows from Investing Activities
Purchases of fixed assets		(1,450	)		—
Net cash used in investing activities		(1,450	)		—

Cash flows from Financing Activities
Proceeds from the exercise of warrants		45,760			—
Proceeds from the exercise of options		56,250			—
Proceeds from the issuance of common stock		43,365,000			255,861
Transaction costs - recapitalization		(972,103	)		—
Net cash provided by financing activities		42,494,907			255,861
Net increase (decrease) in cash		37,053,474			(547,774	)
Cash, beginning of period		375,796			5,211,486
Cash, end of the period	$	37,429,270			4,663,712

Non-Cash investing and financing activities:
Initial recognition of earnout shares liability	$	53,721,000		$	—
Initial recognition of True Up Shares liability		555,000			—
Initial recognition of Subject Vesting Shares liability		11,792,000			—
Initial recognition of ROU asset and operating lease liability		172,649			—
Liabilities combined in recapitalization, net		8,680,477			—
Acquisition of business from GE Vernova in exchange for issuing non-controlling interests		612,533,000			—

Supplemental Cash flow information:
Taxes paid		—			—

Contacts

Investor Relations

Tom Divine – Vice President, Investor Relations and Finance

investors@mt.energy

Media:

Kekst CNC

MTMediaInquiries@kekstcnc.com

Cover	May 20, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 20, 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