Key facts
- This page summarizes XPDI Sponsor II LLC's Form 4 filing for Power & Digital Infrastructure Acquisition II Corp. (AIRJ).
- 3 reported transactions and 2 derivative rows are listed below.
- Accepted by SEC: 18 Mar 2024, 21:56.
XPDI Sponsor II LLC - 14 Mar 2024 Form 4 Insider Report for Power & Digital Infrastructure Acquisition II Corp. (AIRJ)
- Reporting relationship
- 10%+ Owner
- Issuer ticker
- AIRJ
- Reported as of
- 14 Mar 2024
- Net transaction value
- $0
- SEC form
- 4
- Accepted by SEC
- 18 Mar 2024, 21:56:28 UTC
- Prior SEC filing
- 14 Dec 2021
- Next SEC filing
- 18 Sep 2024
- Source filing
- View source filing
- Reporting owner signature
- /s/ See signatures included in Exhibit 99.1
Source evidence
Original filing metadata and source links for verification.
5 source fields
Reporting owner
1 detail
Key filing fact
XPDI Sponsor II LLC filed Form 4 for Power & Digital Infrastructure Acquisition II Corp. (AIRJ) on 18 Mar 2024.
Change
- Previous filing in this sequence was filed on 14 Dec 2021.
- Current net transaction value: $0.
Research use
- This tells you what this filing adds before you inspect full transaction and derivative tables.
- You can trace every row back to the original SEC filing document.
Evidence
Filed on Form 4
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
AIRJ
transaction
Class A common stock
Options Exercise
- Transaction value
- Shares
- +6,827,969
- Change %
- Price
- Shares after
- 6,827,969
- Date
- 14 Mar 2024
- Ownership
- Direct
- Footnotes
- F1, F2, F3, F4
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
AIRJ
transaction
Derivative
Class B common stock
Other
- Transaction value
- Shares
- -269,531
- Change %
- -3.8%
- Price
- Shares after
- 6,827,969
- Date
- 14 Mar 2024
- Ownership
- Direct
- Underlying class
- Class A common stock
- Underlying amount
- 269,531
- Exercise price
- Footnotes
- F3, F4, F5
AIRJ
transaction
Derivative
Class B common stock
Options Exercise
- Transaction value
- Shares
- -6,827,969
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 14 Mar 2024
- Ownership
- Direct
- Underlying class
- Class A common stock
- Underlying amount
- 0
- Exercise price
- Footnotes
- F2, F3, F4
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Explanation of responses 5 footnotes
Footnote F1
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").
Footnote F2
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.
Footnote F3
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.
Footnote F4
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.
Footnote F5
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."