XPDI Sponsor II LLC

SEC source: 0001213900-24-080012 · ownership.xml · derivative · entry 2

XPDI Sponsor II LLC · CIK 0001855453 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock · 8,900,000 shares

Expires 2029-03-14

F1 · kind: Represents a pro rata distribution in-kind by XPDI Sponsor II LLC to its members for no consideration.

F1 · price: Represents a pro rata distribution in-kind by XPDI Sponsor II LLC to its members for no consideration.

SEC source: 0001213900-24-080012 · ownership.xml · nonDerivative · entry 1

XPDI Sponsor II LLC · CIK 0001855453 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

F1 · kind: Represents a pro rata distribution in-kind by XPDI Sponsor II LLC to its members for no consideration.

SEC source: 0001213900-24-023670 · ownership.xml · derivative · entry 3

XPDI Sponsor II LLC · CIK 0001855453 · 10% owner

Transition Equity Partners, LLC · CIK 0001845169 · Managing Member

XMS XPDI Sponsor II Holdings LLC · CIK 0001899267 · Managing Member

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A common stock · 0 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · derivative.exercise_price: As described in XPDB's registration statement on Form S-1 (File No. 333-261187) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock, par value $0.0001 per share, automatically convert into shares of Montana Class A common stock, par value $0.0001 per share, at the time of the Business Combination, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

F2 · kind: Reflects the conversion of 6,827,969 shares of Class B common stock, par value $0.0001 per share, of XPDB into 6,827,969 shares of common stock of Montana, par value $0.0001 per share, on a one-for-one basis pursuant to the closing of the Business Combination.

F4 · price: As described in XPDB's registration statement on Form S-1 (File No. 333-261187) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock, par value $0.0001 per share, automatically convert into shares of Montana Class A common stock, par value $0.0001 per share, at the time of the Business Combination, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

F4 · derivative.exercise_date: As described in XPDB's registration statement on Form S-1 (File No. 333-261187) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock, par value $0.0001 per share, automatically convert into shares of Montana Class A common stock, par value $0.0001 per share, at the time of the Business Combination, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

F4 · derivative.expiration_date: As described in XPDB's registration statement on Form S-1 (File No. 333-261187) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock, par value $0.0001 per share, automatically convert into shares of Montana Class A common stock, par value $0.0001 per share, at the time of the Business Combination, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

F3 · ownership.direct: This Form 4 is being filed by XPDI Sponsor II LLC (the "Sponsor"). The Sponsor is controlled by its managing members, Transition Equity Partners, LLC ("TEP") and XMS XPDI Sponsor II Holdings, LLC ("XPDI Holdings"). Patrick C. Eilers and Theodore J. Brombach are the managing members of TEP and XPDI Holdings, respectively. Accordingly, all of the shares held by the Sponsor may be deemed to be beneficially held by Messrs. Brombach and Eilers. Each such person disclaims beneficial ownership of these securities, except to the extent, if any, of his pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that any such reporting person is the beneficial owner of any Class B ordinary shares covered by this Form 4.

SEC source: 0001213900-24-023670 · ownership.xml · derivative · entry 2

XPDI Sponsor II LLC · CIK 0001855453 · 10% owner

Transition Equity Partners, LLC · CIK 0001845169 · Managing Member

XMS XPDI Sponsor II Holdings LLC · CIK 0001899267 · Managing Member

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 6,827,969

Underlying: Class A common stock · 269,531 shares

Expires not disclosed

F4 · derivative.exercise_price: As described in XPDB's registration statement on Form S-1 (File No. 333-261187) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock, par value $0.0001 per share, automatically convert into shares of Montana Class A common stock, par value $0.0001 per share, at the time of the Business Combination, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

F5 · kind: On March 14, 2024, the Reporting Person forfeited for no consideration 269,531 shares of Class B common stock in connection with the Business Combination and certain transactions with the Anchor Investors, as described on Form S-4 (File No. 333-273821) under the heading "The Business Combination."

F5 · price: On March 14, 2024, the Reporting Person forfeited for no consideration 269,531 shares of Class B common stock in connection with the Business Combination and certain transactions with the Anchor Investors, as described on Form S-4 (File No. 333-273821) under the heading "The Business Combination."

F4 · derivative.exercise_date: As described in XPDB's registration statement on Form S-1 (File No. 333-261187) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock, par value $0.0001 per share, automatically convert into shares of Montana Class A common stock, par value $0.0001 per share, at the time of the Business Combination, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

F4 · derivative.expiration_date: As described in XPDB's registration statement on Form S-1 (File No. 333-261187) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock, par value $0.0001 per share, automatically convert into shares of Montana Class A common stock, par value $0.0001 per share, at the time of the Business Combination, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

F3 · ownership.direct: This Form 4 is being filed by XPDI Sponsor II LLC (the "Sponsor"). The Sponsor is controlled by its managing members, Transition Equity Partners, LLC ("TEP") and XMS XPDI Sponsor II Holdings, LLC ("XPDI Holdings"). Patrick C. Eilers and Theodore J. Brombach are the managing members of TEP and XPDI Holdings, respectively. Accordingly, all of the shares held by the Sponsor may be deemed to be beneficially held by Messrs. Brombach and Eilers. Each such person disclaims beneficial ownership of these securities, except to the extent, if any, of his pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that any such reporting person is the beneficial owner of any Class B ordinary shares covered by this Form 4.

SEC source: 0001213900-24-023670 · ownership.xml · nonDerivative · entry 1

XPDI Sponsor II LLC · CIK 0001855453 · 10% owner

Transition Equity Partners, LLC · CIK 0001845169 · Managing Member

XMS XPDI Sponsor II Holdings LLC · CIK 0001899267 · Managing Member

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 6,827,969

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · security: In connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated June 5, 2024, by and among Power & Digital Infrastructure Acquisition II Corp. ("XPDB"), XPDB Merger Sub, LLC, and Montana Technologies LLC ("Legacy Montana") (the transactions contemplated thereby, the "Business Combination"), XPDB changed its name to Montana Technologies Corporation ("Montana").

F2 · kind: Reflects the conversion of 6,827,969 shares of Class B common stock, par value $0.0001 per share, of XPDB into 6,827,969 shares of common stock of Montana, par value $0.0001 per share, on a one-for-one basis pursuant to the closing of the Business Combination.

F4 · price: As described in XPDB's registration statement on Form S-1 (File No. 333-261187) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock, par value $0.0001 per share, automatically convert into shares of Montana Class A common stock, par value $0.0001 per share, at the time of the Business Combination, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

F3 · ownership.direct: This Form 4 is being filed by XPDI Sponsor II LLC (the "Sponsor"). The Sponsor is controlled by its managing members, Transition Equity Partners, LLC ("TEP") and XMS XPDI Sponsor II Holdings, LLC ("XPDI Holdings"). Patrick C. Eilers and Theodore J. Brombach are the managing members of TEP and XPDI Holdings, respectively. Accordingly, all of the shares held by the Sponsor may be deemed to be beneficially held by Messrs. Brombach and Eilers. Each such person disclaims beneficial ownership of these securities, except to the extent, if any, of his pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that any such reporting person is the beneficial owner of any Class B ordinary shares covered by this Form 4.