Form 4: XPDI Sponsor II LLC Reduces Stake in Montana Technologies Corp. Through In-Kind Distribution

XPDI Sponsor II LLC distributed shares and warrants of Montana Technologies Corp. to its members, resulting in a decrease in its direct holdings.

Summary

• On September 16, 2024, XPDI Sponsor II LLC executed a transaction involving Montana Technologies Corp. (AIRJ).
• The transaction involved a pro rata distribution in-kind of Class A Common Stock and warrants to its members for no consideration.
• As a result of this distribution, XPDI Sponsor II LLC's direct ownership of Class A Common Stock decreased to 0 shares.
• The distribution also involved 8,900,000 warrants, exercisable at $11.50, expiring on March 14, 2029.
• The warrants were originally issued on April 13, 2024.
• The reporting person is XPDI Sponsor II LLC, with Transition Equity Partners, LLC as its managing member.
• Patrick C. Eilers, Managing Member of Transition Equity Partners, LLC, signed the report on September 18, 2024.

Sentiment

Score: 5

Explanation: The document describes a routine transaction (distribution of shares and warrants) and doesn't inherently indicate positive or negative sentiment. It's a neutral event in the lifecycle of the investment.

Industry Context

Sponsor entities often distribute shares to their members after a lock-up period following a SPAC merger or initial investment, allowing members to realize their investment gains or manage their portfolios.

Stakeholder Impact

• Shareholders may experience a slight dilution if the warrants are exercised in the future.
• Members of XPDI Sponsor II LLC receive shares and warrants, allowing them to directly hold and potentially trade Montana Technologies Corp. securities.

Key Dates