AirJoule Technologies Corp. — Director's Dealing 2024

Jul 27, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Montana Technologies Corp. (AIRJ)
CIK: 0001855474
Period of Report: 2024-07-24

Reporting Person: EILERS PATRICK C (Director, Executive Chairman, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-07-24	Class A Common Stock	J	3980310	$0.00	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1647217	Direct
Class A Common Stock	6827969	Indirect

Footnotes

F1: Reflects a pro-rata distribution in-kind by TEP Montana, LLC to its members for no consideration.

F2: The reporting person is the managing partner of the managing member of TEP Montana, LLC. As a result, he may be deemed to share beneficial ownership over the securities held by TEP Montana, LLC, but disclaims beneficial ownership of these securities, except to the extent, if any, of his pecuniary interest therein.

F3: Reflects shares of Class A Common Stock received in a pro-rata distribution in-kind exempt from reporting pursuant to Rule 16a-9.

F4: 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.