UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Montana Technologies Corporation
(Name of Issuer)
Class A Common Stock, par value $0.0001 pershare
(Title of Class of Securities)
612160101
(CUSIP Number)
Patrick Eilers
C/O Montana Technologies Corporation
34361 Innovation Drive
Ronan, MT 59864
312-961-6605
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 24, 2024
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statementon Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
Note: Schedules filed in paper formatshall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whomcopies are to be sent.
| * | The remainder of this cover page shall be filled out for a reportingperson’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containinginformation which would alter disclosures provided in a prior cover page. |
The information required on the remainder of thiscover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, seethe Notes).
| CUSIP No. 612160101 | 13D | Page 2 of 6 Pages |
| 1 | Names of Reporting Persons
Patrick C. Eilers |
| 2 | Checkthe Appropriate Box if a Member of a Group | (a) ☐
(b) ☐
|
| 3 | SEC Use Only |
| 4 | Source of Funds (See Instructions) OO |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
| 6 | Citizenship or Place of Organization United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH | 7 | Sole Voting Power 1,647,217 |
| 8 | Shared Voting Power 6,827,969 |
| 9 | Sole Dispositive Power 1,647,217 |
| 10 | Shared Dispositive Power 6,827,969 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 6,827,969 |
| 12 | Checkif the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11) 15.2% |
| 14 | Type of Reporting Person IN |
| CUSIP No. 612160101 | 13D | Page 3 of 6 Pages |
| 1 | Names of Reporting Persons
Transition Equity Partners, LLC |
| 2 | Checkthe Appropriate Box if a Member of a Group | (a) ☐
(b) ☐
|
| 3 | SEC Use Only |
| 4 | Source of Funds (See Instructions) OO |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
| 6 | Citizenship or Place of Organization Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH | 7 | Sole Voting Power 0 |
| 8 | Shared Voting Power 6,827,969 |
| 9 | Sole Dispositive Power 0 |
| 10 | Shared Dispositive Power 6,827,969 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 6,827,969 |
| 12 | Checkif the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11) 12.2% |
| 14 | Type of Reporting Person OO (Limited Liability Company) |
| CUSIP No. 612160101 | 13D | Page 4 of 6 Pages |
| 1 | Names of Reporting Persons
TEP Montana, LLC |
| 2 | Checkthe Appropriate Box if a Member of a Group | (a) ☐
(b) ☐
|
| 3 | SEC Use Only |
| 4 | Source of Funds (See Instructions) OO |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
| 6 | Citizenship or Place of Organization Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH | 7 | Sole Voting Power 0 |
| 8 | Shared Voting Power 0 |
| 9 | Sole Dispositive Power 0 |
| 10 | Shared Dispositive Power 0 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 0 |
| 12 | Checkif the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11) 0% |
| 14 | Type of Reporting Person OO (Limited Liability Company) |
| CUSIP No. 612160101 | 13D | Page 5 of 6 Pages |
Explanatory Note
This Amendment No. 1 amends and supplements theSchedule 13D filed with the Securities and Exchange Commission on March 21, 2024, as amended (the “Schedule 13D”), relatingto the Reporting Persons’ ownership of shares of Class A common stock, par value $0.0001 per share (the “ Class A Common Stock”),of Montana Technologies Corporation, a Delaware corporation (the “Issuer”). Capitalized terms used but not defined hereinshall have the meaning set forth in the Schedule 13D.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Schedule13D is hereby amended and restated in its entirety as follows:
(a)– (b)
The following sets forth, as of the date of thisSchedule 13D, the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by eachof the Reporting Persons, as well as the number of shares of Class A Common Stock as to which each Reporting Person has the sole powerto vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or sharedpower to dispose or to direct the disposition of, as of the date hereof, based on 55,767,670 shares of Class A Common Stock outstandingas of June 25, 2024.
| Reporting Person | | Amount beneficially owned | | | Percent of class | | | Sole power to vote or to direct the vote | | | Shared power to vote or to direct the vote | | | Sole power to dispose or to direct the disposition | | | Shared power to dispose or to direct the disposition | |
| Patrick C. Eilers | | | 8,475,186 | | | | 15.2 | % | | | 1,647,217 | | | | 6,827,969 | | | | 1,647,217 | | | | 6,827,969 | |
| Transition Equity Partners, LLC | | | 6,827,969 | | | | 12.2 | % | | | 0 | | | | 6,827,969 | | | | 0 | | | | 6,827,969 | |
| TEP Montana, LLC | | | 0 | | | | 0 | % | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
The amounts reflected in the table above consistof (i) 6,827,969 shares of Class A Common Stock held of record by the Sponsor and (ii) 1,647,217 shares of Class A Common Stock held ofrecord by Mr. Eilers.
The Sponsor is controlled by its managing members,TEP and XMS XPDI Sponsor II Holdings LLC, a Delaware limited liability company.
Mr. Eilers is the managing partner of TEP, whichis one of the managing members of the Sponsor. As a result, Mr. Eilers may be deemed to share beneficial ownership over the securitiesheld by the Sponsor, but he disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
| (c) | On July 24, 2024, TEP Montana made a pro-rata distribution in-kind of all of the shares of Class A Common Stock held of record byit to its members for no consideration, as a result of which Mr. Eilers acquired 1,647,217 shares of Class A Common Stock. |
| (e) | Following the pro-rata distribution described in Item 5(c) above, TEP Montana ceased to beneficially own any shares of Class A CommonStock. |
| CUSIP No. 612160101 | 13D | Page 6 of 6 Pages |
SIGNATURES
After reasonable inquiry and to the best of myknowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: July 26, 2024
| | Patrick C. Eilers |
| | |
| | /s/ Patrick C. Eilers |
| | |
| | Transition Equity Partners, LLC |
| | | |
| | By: | /s/ Patrick C. Eilers |
| | Name: | Patrick C. Eilers |
| | Title: | Managing Partner |
| | | |
| | TEP Montana, LLC |
| | |
| | By: Transition Equity Partners, LLC |
| | Its: Managing Member |
| | | |
| | By: | /s/ Patrick C. Eilers |
| | Name: | Patrick C. Eilers |
| | Title: | Managing Partner |
