Sec Form 4 Filing - Brombach Theodore J @ Montana Technologies Corp. - 2024-09-16

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Brombach Theodore J 2. Issuer Name and Ticker or Trading Symbol Montana Technologies Corp. [ AIRJ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 321 NORTH CLARK STREET,, SUITE 2440 3. Date of Earliest Transaction (MM/DD/YY) 09/16/2024 (Street) CHICAGO,, IL60654 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Class A Common Stock 09/16/2024 J( 1 ) 6,827,969 D $ 0 0 I By: XPDI Sponsor II LLC ( 2 ) Class A Common Stock 3,481,338 ( 3 ) I By: XMS XPDI Sponsor II Holdings LLC ( 4 ) Class A Common Stock 26,372 D ( 5 ) Class A Common Stock 49,901 D ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrants $ 11.5 09/16/2024 J( 1 ) 8,900,000 04/13/2024 03/14/2029 Class A Common Stock 8,900,000 ( 1 ) 0 I By: XPDI Sponsor II LLC ( 2 ) Warrants $ 11.5 04/13/2024 03/14/2029 Class A Common Stock 2,725,000 2,725,000 ( 3 ) I By: XMS XPDI Sponsor II Holdings LLC ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Brombach Theodore J 321 NORTH CLARK STREET, SUITE 2440 CHICAGO,, IL60654 X Spence John Yogi 321 NORTH CLARK STREET, SUITE 2440 CHICAGO,, IL60654 X XMS XPDI Sponsor II Holdings LLC 321 NORTH CLARK STREET, SUITE 2440 CHICAGO,, IL60654 X Signatures /s/ Theodore J. Brombach 09/18/2024 Signature of Reporting Person Date /s/ John Yogi Spence 09/18/2024 Signature of Reporting Person Date XMS XPDI Sponsor II Holdings, LLC By: /s/ Theodore J. Brombach, Managing Member 09/18/2024 Signature of Reporting Person Date

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.

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).

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