AirJoule Technologies Corp. — Director's Dealing 2024

Mar 19, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Montana Technologies Corp. (AIRJ)
CIK: 0001855474
Period of Report: 2024-03-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-03-14	Class A Common Stock	M	6827969	—	Acquired	6827969	Indirect
2024-03-14	Class A Common Stock	A	6292647	$8.50	Acquired	6292647	Indirect
2024-03-14	Class A Common Stock	J	2970589	$0.00	Disposed	3322058	Indirect
2024-03-14	Class A Common Stock	A	658252	—	Acquired	3980310	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-03-14	Class B Common Stock	$	J	269531	Disposed		Class A Common Stock (269531)	Indirect
2024-03-14	Class B Common Stock	$	M	6827969	Disposed		Class A Common Stock (6827969)	Indirect

Footnotes

F1: 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.

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 and Theodore J. Brombach are the managing members of TEP and XMS XPDI Holdings, respectively. 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.

F3: 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.

F4: Reflects a pro-rata distribution in-kind to its members for no consideration.

F5: 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.

F6: On March 14, 2024, the reporting person forfeited at no cost 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."