AirJoule Technologies Corp. — Director's Dealing 2024

Sep 19, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Montana Technologies Corp. (AIRJ)
CIK: 0001855474
Period of Report: 2024-09-16

Reporting Person: Brombach Theodore J (10% Owner)
Reporting Person: Spence John Yogi (10% Owner)
Reporting Person: XMS XPDI Sponsor II Holdings LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-09-16	Class A Common Stock	J	6827969	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-09-16	Warrants	$11.50	J	8900000	Disposed	2029-03-14	Class A Common Stock (8900000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	3481338	Indirect
Class A Common Stock	26372	Direct
Class A Common Stock	49901	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Warrants	$11.50	2029-03-14	Class A Common Stock (2725000)	2725000	Indirect

Footnotes

F1: Represents a pro rata distribution in-kind by XPDI Sponsor II LLC to its members for no consideration (the "Distribution").

F2: 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.

F3: Represents securities acquired in the Distribution.

F4: Theodore J. Brombach and John Yogi Spence are the managing members of XMS XPDI Holdings.

F5: Represents securities directly held by Theodore J. Brombach.

F6: Represents securities directly held by John Yogi Spence.