Eilers Amends Montana Technologies Stake Filing

TL;DR

Eilers updated his Montana Technologies filing. Ownership details changed.

AI Summary

Patrick C. Eilers, through XPDI Holdco II, LLC and Transition Equity Partners, LLC, has amended their Schedule 13D filing for Montana Technologies Corp. on September 18, 2024. This amendment relates to their beneficial ownership of the company's Class A Common Stock.

Why It Matters

This filing indicates a change or update in the beneficial ownership of Montana Technologies Corp. by a significant holder, which could signal shifts in control or investment strategy.

Risk Assessment

Risk Level: medium — Amendments to 13D filings can signal changes in a major shareholder's intentions, potentially impacting stock price and corporate strategy.

Key Numbers

• 20240918 — Filing Date (Date of the amendment filing)
• 20210406 — Former Company Name Change Date (Date Montana Technologies Corp. changed its name from Power & Digital Infrastructure Acquisition II Corp.)

Key Players & Entities

• Patrick C. Eilers (person) — Filing person
• XPDI Holdco II, LLC (company) — Group member filing
• Transition Equity Partners, LLC (company) — Group member filing
• Montana Technologies Corp. (company) — Subject company
• 0001855474 (company) — Central Index Key for Montana Technologies Corp.
• 0001246237 (person) — Central Index Key for Patrick C. Eilers

FAQ

Key Financial Figures

• $0.0001 — suer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securiti

Filing Documents

• ea021504604-13da2eilers_mont.htm (SC 13D/A) — 83KB
• ea021504604ex99-1_mont.htm (EX-99.1) — 4KB
• 0001213900-24-080015.txt ( ) — 88KB

of

Item 2 of the Schedule 13D is hereby amended and restated in The Schedule 13D is being filed by the following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”): Patrick C. Eilers Transition Equity Partners, LLC (“TEP”) TEP XPDI Holdco II, LLC (“TEP XPDI”) Each of TEP and TEP XPDI is organized under the laws of the State of Delaware. Mr. Eilers is a citizen of the United States. The principal business address for TEP is 58 Indian Hill Rd., Winnetka, IL 60093. The principal business address for each of Mr. Eilers and TEP XPDI is c/o Montana Technologies Corporation, 34361 Innovation Drive, Ronan, MT 59864. The present principal occupation of Mr. Eilers is serving as Executive Chairman of the Issuer. TEP XPDI was principally formed for the purpose of investing in securities. TEP is the managing member of TEP XPDI. During the last five years, none of the Reporting Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. CUSIP No. 612160101 13D Page 6 of 7 Pages

Interest

Item 5. Interest in Securities of the Issuer. Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: (a) – (b) The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Class A Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 55,767,670 shares of Class A Common Stock outstanding as of June 25, 2024. Reporting Person Amount beneficially owned Percent of class Sole power to vote or to direct the vote Shared power to vote or to direct the vote Sole power to dispose or to direct the disposition Shared power to dispose or to direct the disposition Patrick C. Eilers 6,714,778 12.6 % 1,647,217 5,067,561 1,647,217 5,067,561 Transition Equity Partners, LLC 5,067,561 9.5 % 0 5,067,561 0 5,067,561 TEP XPDI Holdco II, LLC 5,067,561 9.5 % 0 5,067,561 0 5,067,561 The amounts reflected in the table above consist of (i) 2,842,561 shares of Class A Common Stock and currently exercisable warrants to purchase an additional 2,225,000 shares of Class A Common Stock held of record by TEP XPDI and (ii) 1,647,217 shares of Class A Common Stock held of record by Mr. Eilers. Mr. Eilers is the managing member of TEP, which is the managing member of TEP XPDI. As a result, each of Mr. Eilers and TEP may be deemed to beneficially own the securities held of record by TEP XPDI. (c) On September 16, 2024, XPDI Sponsor II LLC made a pro-rata distribution in-kind of all of the shares of Class A Common Stock and warrants to purchase Class A Common Stock held of record by it

Materials

Item 7. Materials to be Filed as Exhibits Exhibit Number Description 1 Joint Filing Agreement. CUSIP No. 612160101 13D Page 7 of 7 Pages

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date : September 18, 2024 Patrick C. Eilers /s/ Patrick C. Eilers Transition Equity Partners, LLC By: /s/ Patrick C. Eilers Name: Patrick C. Eilers Title: Managing Partner TEP XPDI Holdco II, LLC By: Transition Equity Partners, LLC Its: Managing Member By: /s/ Patrick C. Eilers Name: Patrick C. Eilers Title: Managing Partner

View Full Filing

View this SC 13D/A filing on SEC EDGAR