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XMS XPDI SPONSOR II HOLDINGS LLC

Date Filed : Sep 18, 2024

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SEC FORM 4SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Brombach Theodore J
(Last)(First)(Middle)
321 NORTH CLARK STREET,
SUITE 2440
(Street)
CHICAGO,IL60654
(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
Montana Technologies Corp. [ AIRJ ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/16/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A Common Stock09/16/2024J(1)6,827,969D$00IBy: XPDI Sponsor II LLC(2)
Class A Common Stock3,481,338(3)IBy: XMS XPDI Sponsor II Holdings LLC(4)
Class A Common Stock26,372D(5)
Class A Common Stock49,901D(6)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Warrants$11.509/16/2024J(1)8,900,00004/13/202403/14/2029Class A Common Stock8,900,000(1)0IBy: XPDI Sponsor II LLC(2)
Warrants$11.504/13/202403/14/2029Class A Common Stock2,725,0002,725,000(3)IBy: XMS XPDI Sponsor II Holdings LLC(4)
1. Name and Address of Reporting Person*
Brombach Theodore J
(Last)(First)(Middle)
321 NORTH CLARK STREET,
SUITE 2440
(Street)
CHICAGO,IL60654
(City)(State)(Zip)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Spence John Yogi
(Last)(First)(Middle)
321 NORTH CLARK STREET,
SUITE 2440
(Street)
CHICAGO,IL60654
(City)(State)(Zip)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
XMS XPDI Sponsor II Holdings LLC
(Last)(First)(Middle)
321 NORTH CLARK STREET,
SUITE 2440
(Street)
CHICAGO,IL60654
(City)(State)(Zip)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. Represents a pro rata distribution in-kind by XPDI Sponsor II LLC to its members for no consideration (the "Distribution").
2. 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.
3. Represents securities acquired in the Distribution.
4. Theodore J. Brombach and John Yogi Spence are the managing members of XMS XPDI Holdings.
5. Represents securities directly held by Theodore J. Brombach.
6. Represents securities directly held by John Yogi Spence.
/s/ Theodore J. Brombach09/18/2024
/s/ John Yogi Spence09/18/2024
XMS XPDI Sponsor II Holdings, LLC By: /s/ Theodore J. Brombach, Managing Member09/18/2024
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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