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: JORE MATTHEW B (Director, Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-03-14	Class A Common Stock	A	2931654	—	Acquired	2931654	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-03-14	Class B Common Stock	$	A	4759642	Acquired		Class A Common Stock (4759642)	Direct

Footnotes

F1: 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 and Class B Common Stock of the Issuer.

F2: Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder at any time upon written notice to the transfer agent of the Issuer. The Class B Common Stock will automatically convert into Class A Common Stock at the earliest of (1) the date that is seven years from the effective date of the Issuer's Second Amended and Restated Certificate of Incorporation (the "Charter") and (2) the first date on which the permitted holders of Class B Common Stock cease to own, in the aggregate, at least 33.0% of the number of Class B Common Stock issued following the effectiveness of the Charter, as equitably adjusted to reflect any stock splits, reverse stock splits, stock dividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change or transaction.