0001213900-24-024486.txt : 20240320 0001213900-24-024486.hdr.sgml : 20240320 20240320215328 ACCESSION NUMBER: 0001213900-24-024486 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240314 FILED AS OF DATE: 20240320 DATE AS OF CHANGE: 20240320 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Spence John Yogi CENTRAL INDEX KEY: 0001718133 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41151 FILM NUMBER: 24769272 MAIL ADDRESS: STREET 1: 321 N. CLARK STREET CITY: CHICAGO STATE: IL ZIP: 60054 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brombach Theodore J CENTRAL INDEX KEY: 0001718218 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41151 FILM NUMBER: 24769273 MAIL ADDRESS: STREET 1: 321 N. CLARK STREET CITY: CHICAGO STATE: IL ZIP: 60054 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 0001718218 Brombach Theodore J 321 NORTH CLARK STREET, SUITE 2440 CHICAGO IL 60654 1 0 1 0 0001718133 Spence John Yogi 321 NORTH CLARK STREET, SUITE 2440 CHICAGO IL 60654 0 0 1 0 0 Class A Common Stock 2024-03-14 4 M 0 6827969 A 6827969 I By XPDI Sponsor II LLC Class A Common Stock 2024-03-14 4 A 0 162059 A 162059 I By XMS MT Holdings LLC Class B Common Stock 2024-03-14 4 D 0 269531 D Class A Common Stock 269531 6827969 I By XPDI Sponsor II LLC Class B Common Stock 2024-03-14 4 M 0 6827969 D Class A Common Stock 6827969 0 I By XPDI Sponsor II LLC Upon the completion of the Business Combination, the shares of Class B Common Stock issued at the Issuer's (formerly, Power & Digital Infrastructure Acquisition II Corp.) initial public offering were automatically converted into shares of the Issuer's Class A Common Stock on a one-to-one basis. XPDI Sponsor II LLC (the "Sponsor") is controlled by its managing members, Transition Equity Partners, LLC ("TEP") and XMS XPDI Sponsor II Holdings, LLC ("XMS XPDI Holdings"). Patrick C. Eilers is the managing member of TEP, and Theodore J. Brombach and John Yogi Spence are the managing members of XMS XPDI Holdings. Accordingly, all of the shares held by the Sponsor may be deemed to be beneficially held by each of the foregoing individuals and entities. Each such person disclaims beneficial ownership of these securities, except to the extent, if any, of their pecuniary interest therein. The reporting persons are the managing members of XMS MT Holdings LLC. As a result, each of the reporting persons may be deemed to share beneficial ownership over the securities held by XMS MT Holdings LLC, but disclaims beneficial ownership of these securities, except to the extent, if any, of his pecuniary interest therein. 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. On March 14, 2024, the Sponsor forfeited for no consideration 269,531 shares of Class B common stock in connection with the Business Combination and certain transactions with the Anchor Investors, as described on Form S-4 (File No. 333-273821) under the heading "The Business Combination." Mr. Spence was inadvertently omitted from the Form 3 and Form 3/A filed by the Sponsor on December 9, 2021 and December 14, 2021, respectively, but has at all times from such dates shared control of the Sponsor as a managing member of XMS XPDI Holdings and may be deemed to share beneficial ownership over the securities held and timely reported by the Sponsor. Mr. Spence disclaims beneficial ownership of these securities, except to the extent, if any, of his pecuniary interest therein. /s/ See signatures included in Exhibit 99.1 2024-03-20 EX-99.1 2 ea020212502ex99-1_montana.htm SIGNATURE

Exhibit 99.1

 

This Form 4 is filed jointly by Theodore J. Brombach and John Yogi Spence. The principal business address of each of these reporting persons is 321 North Clark Street, Suite 2440, Chicago, IL 60654.

 

Name of Designated Filer: Theodore J. Brombach

 

Date of Event Requiring Statement: March 14, 2024

 

Issuer Name and Ticker or Trading Symbol: Montana Technologies Corp. (Nasdaq: AIRJ)

 

By: /s/ Theodore J. Brombach  
Name:  Theodore J. Brombach  
     
By: /s/ John Yogi Spence  
Name: John Yogi Spence