Sec Form 4 Filing - Spence John Yogi @ Montana Technologies Corp. - 2024-09-18

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 Spence John Yogi 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) 09/18/2024 (Street) CHICAGO, IL60654 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 09/18/2024 P 11,765 A $ 8.5 61,666 D Class A Common Stock 09/19/2024 P 5,882 A $ 8.5 67,548 D Class A Common Stock 10/17/2024 J( 1 ) 3,481,337 D $ 0 0 I By XMS XPDI Sponsor II Holdings LLC ( 5 ) Class A Common Stock 10/17/2024 J( 2 ) 746,694 ( 3 ) A $ 0 814,242 D Class A Common Stock 10/17/2024 J( 2 ) 153,626 ( 4 ) A $ 0 153,626 I By XMS Holdings LLC ( 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 (Inst r. 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 Private Placement Warrants $ 11.5 10/17/2024 J( 1 ) 2,725,000 04/13/2024 03/14/2029 Class A Common Stock 2,725,000 ( 1 ) 0 I By XMS XPDI Sponsor II Holdings LLC ( 5 ) Private Placement Warrants $ 11.5 10/17/2024 J( 2 ) 584,470 04/13/2024 03/14/2029 Class A Common Stock 584,470 ( 2 ) 584,470 D Private Placement Warrants $ 11.5 10/17/2024 J( 2 ) 120,250 04/13/2024 03/14/2029 Class A Common Stock 120,250 ( 2 ) 120,250 I By XMS Holdings LLC ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Spence John Yogi 321 NORTH CLARK STREET, SUITE 2440 CHICAGO, IL60654 X Signatures /s/ John Yogi Spence 10/21/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects a pro-rata distribution in-kind by XMS XPDI Sponsor II Holdings LLC ("XMS XPDI Holdings") to its members for no consideration (the "Distribution"). ( 2 )Represent securities acquired in the Distribution. ( 3 )The reported securities include 163,031 shares subject to vesting pursuant to that certain Sponsor Support Agreement, dated as of June 5, 2023 (the "Sponsor Support Agreement"). ( 4 )The reported securities include 33,542 shares subject to vesting pursuant to the Sponsor Support Agreement. ( 5 )Theodore J. Brombach and John Yogi Spence are the managing members of XMS XPDI Holdings. Accordingly, all of the shares held by XMS XPDI Holdings may be deemed to be beneficially owned by each of the foregoing individuals. Each such person disclaims beneficial ownership of these securities, except to the extent, if any, of their pecuniary interest therein. ( 6 )Theodore J. Brombach and John Yogi Spence are each 50% owners and the managing members of XMS Holdings LLC. As a result, all of the shares held by XMS Holdings LLC may be deemed to be beneficially owned by each of the foregoing individuals. Each such person disclaims beneficial ownership of these securities, except to the extent, if any, of their pecuniary interest therein.

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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