0001213900-24-023700.txt : 20240319 0001213900-24-023700.hdr.sgml : 20240319 20240319063506 ACCESSION NUMBER: 0001213900-24-023700 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240314 FILED AS OF DATE: 20240319 DATE AS OF CHANGE: 20240319 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JORE MATTHEW B CENTRAL INDEX KEY: 0001095460 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41151 FILM NUMBER: 24761046 MAIL ADDRESS: STREET 1: C/O PACS GROUP, INC. STREET 2: 262 N. UNIVERSITY AVENUE CITY: FARMINGTON STATE: UT ZIP: 84025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Montana Technologies Corp. CENTRAL INDEX KEY: 0001855474 STANDARD INDUSTRIAL CLASSIFICATION: AIR COND & WARM AIR HEATING EQUIP & COMM & INDL REFRIG EQUIP [3585] ORGANIZATION NAME: 06 Technology IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 34361 INNOVATION DRIVE CITY: RONAN STATE: MT ZIP: 59864 BUSINESS PHONE: 312-374-6932 MAIL ADDRESS: STREET 1: 34361 INNOVATION DRIVE CITY: RONAN STATE: MT ZIP: 59864 FORMER COMPANY: FORMER CONFORMED NAME: Power & Digital Infrastructure Acquisition II Corp. DATE OF NAME CHANGE: 20210406 4 1 ownership.xml X0508 4 2024-03-14 0 0001855474 Montana Technologies Corp. AIRJ 0001095460 JORE MATTHEW B C/O MONTANA TECHNOLOGIES CORPORATION 34361 INNOVATION DRIVE RONAN MT 59864 1 1 1 0 Chief Executive Officer 0 Class A Common Stock 2024-03-14 4 A 0 2931654 A 2931654 D Class B Common Stock 2024-03-14 4 A 0 4759642 A Class A Common Stock 4759642 4759642 D Represents securities received as part of the Issuer's business combination, in connection with that certain Agreement and Plan of Merger, dated as of June 5, 2023 (the "Merger Agreement"), by and between the Issuer (formerly, Power & Digital Infrastructure Acquisition II Corp.), XPDB Merger Sub, LLC and Montana Technologies LLC ("Legacy Montana"), pursuant to which the common units of Legacy Montana automatically converted into newly issued shares of Class A Common Stock and Class B Common Stock of the Issuer. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder at any time upon written notice to the transfer agent of the Issuer. The Class B Common Stock will automatically convert into Class A Common Stock at the earliest of (1) the date that is seven years from the effective date of the Issuer's Second Amended and Restated Certificate of Incorporation (the "Charter") and (2) the first date on which the permitted holders of Class B Common Stock cease to own, in the aggregate, at least 33.0% of the number of Class B Common Stock issued following the effectiveness of the Charter, as equitably adjusted to reflect any stock splits, reverse stock splits, stock dividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change or transaction. /s/ Jeff Gutke, Attorney-in-Fact for Matthew Jore 2024-03-19