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    Amendment: SEC Form SC 13G/A filed by Montana Technologies Corporation

    11/14/24 6:04:36 AM ET
    $AIRJ
    Industrial Machinery/Components
    Industrials
    Get the next $AIRJ alert in real time by email
    SC 13G/A 1 ef20038413_sc13ga.htm SC 13G/A

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C.  20549

    SCHEDULE 13G
    (Rule 13d-102)

    Information Statement Pursuant to Rules 13d-1 and 13d-2
    Under the Securities Exchange Act of 1934
    (Amendment No. _1_)*

    Montana Technologies Corporation
    (f/k/a Power & Digital Infrastructure Acquisition II Corp.)

    (Name of Issuer)

    Class A common stock, $0.0001 par value per share

    (Title of Class of Securities)

    612160101

    (CUSIP Number)

    September 30, 2024

    (Date of Event Which Requires Filing of this Statement)

    Check the appropriate box to designate the rule pursuant to which this schedule is filed:
     
    ☒
    Rule 13d-1(b)
     
    ☐
    Rule 13d-1(c)
     
    ☐
    Rule 13d-1(d)

    *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
     
    The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
     


    1
    NAMES OF REPORTING PERSONS
     
     
    Westchester Capital Management, LLC
    27-3790558
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
       
    (a)☐
       
    (b)☒
     
     
    3
    SEC USE ONLY
     
     

     
     
     
     
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    Delaware
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    5
    SOLE VOTING POWER
     
     
    0 shares
     
     
     
     
    6
    SHARED VOTING POWER
     
     
    0 shares
     
     
     
     
    7
    SOLE DISPOSITIVE POWER
     
     
    0 shares
     
     
     
     
    8
    SHARED DISPOSITIVE POWER
     
     
    0 shares
     
     
     
     
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    0 shares
     
     
     
     
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
     
    ☐
     
     
     
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
     
    0.0%*
     
     
     
     
    12
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    IA
     
     
     
     

    * Based on 51,016,028 Shares outstanding as of August 22, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 23, 2024.


    1
    NAMES OF REPORTING PERSONS
     
     
    Westchester Capital Partners, LLC
    13-3869675
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
       
    (a)☐
       
    (b)☒
     
     
    3
    SEC USE ONLY
     
     

     
     
     
     
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    Delaware
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    5
    SOLE VOTING POWER
     
     
    0 shares
     
     
     
     
    6
    SHARED VOTING POWER
     
     
    None
     
     
     
     
    7
    SOLE DISPOSITIVE POWER
     
     
    0 shares
     
     
     
     
    8
    SHARED DISPOSITIVE POWER
     
     
    None
     
     
     
     
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    0 shares
     
     
     
     
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
     
    ☐
     
     
     
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
     
    0.00%*
     
     
     
     
    12
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    IA
     
     
     
     

    * Based on 51,016,028 Shares outstanding as of August 22, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 23, 2024.


    1
    NAMES OF REPORTING PERSONS
     
     
    Virtus Investment Advisers, Inc.
    04-2453743
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
       
    (a)☐
       
    (b)☐
     
     
    3
    SEC USE ONLY
     
     

     
     
     
     
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    Massachusetts
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    5
    SOLE VOTING POWER
     
     
    None
     
     
     
     
    6
    SHARED VOTING POWER
     
     
    0 shares
     
     
     
     
    7
    SOLE DISPOSITIVE POWER
     
     
    None
     
     
     
     
    8
    SHARED DISPOSITIVE POWER
     
     
    0 shares
     
     
     
     
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    0 shares
     
     
     
     
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
     
    ☐
     
     
     
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
     
    0.0%*
     
     
     
     
    12
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    IA
     
     
     
     

    * Based on 51,016,028 Shares outstanding as of August 22, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 23, 2024.

    The amounts reported on this page are also included in the amounts reported by Westchester Capital Management, LLC on this Schedule 13G.
     

    1
    NAMES OF REPORTING PERSONS
     
     
    The Merger Fund
    14-1698547
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
       
    (a)☐
       
    (b)☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    Massachusetts
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    5
    SOLE VOTING POWER
     
     
    None
     
     
     
     
    6
    SHARED VOTING POWER
     
     
    0 shares
     
     
     
     
    7
    SOLE DISPOSITIVE POWER
     
     
    None
     
     
     
     
    8
    SHARED DISPOSITIVE POWER
     
     
    0 shares
     
     
     
     
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    0 shares
     
     
     
     
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
     
    ☐
     
     
     
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
     
    0.0%*
     
     
     
     
    12
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    IV
     
     
     
     

    * Based on 51,016,028 Shares outstanding as of August 22, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 23, 2024.

    The amounts reported on this page are also included in the amounts reported by Virtus Investment Advisers, Inc. on this Schedule 13G.
     

    Item 1(a).
    Name of Issuer
     
    The name of the issuer to which this filing on Schedule 13G relates is Montana Technologies Corporation (f/k/a Power & Digital Infrastructure Acquisition II Corp.) (the “Company”).
     
    Item 1(b).
    Address of Issuer’s Principal Executive Offices
     
    The principal executive offices of the Company are located at 34361 Innovation Drive, Ronan, MT 59864.
     
    Item 2(a).
    Name of Person Filing
     
    This statement is being filed jointly by the following (each, a “Reporting Person,” and collectively, the “Reporting Persons”): Westchester Capital Management, LLC (“Westchester”), a Delaware limited liability company, Westchester Capital Partners, LLC (“WCP”), a Delaware limited liability company, Virtus Investment Advisers, Inc. (“Virtus”), a Massachusetts corporation, and The Merger Fund (“MF”), a Massachusetts business trust.
     
    Virtus, a registered investment adviser, serves as the investment adviser to each of MF, The Merger Fund VL (“MF VL”), Virtus Westchester Event-Driven Fund (“EDF”) and Virtus Westchester Credit Event Fund (“CEF”).  Westchester, a registered investment adviser, serves as sub-advisor to each of MF, MF VL, EDF, CEF, JNL/Westchester Capital Event Driven Fund (“JNL”), JNL Multi-Manager Alternative Fund (“JARB”) and Principal Funds, Inc. – Global Multi-Strategy Fund (“PRIN”). WCP, a registered investment adviser, serves as investment adviser to Westchester Capital Master Trust (“Master Trust”, together with MF, MF VL, EDF, CEF, JNL, JARB and PRIN, the “Funds”).  The Funds directly hold Common Stock of the Company for the benefit of the investors in those Funds.  Mr. Roy Behren and Mr. Michael T. Shannon each serve as Co-Presidents of Westchester and WCP.
     
    Westchester and WCP often make acquisitions in, and dispose of, securities of an issuer on the same terms and conditions and at the same time.  Based on the foregoing and the relationships described herein, these parties may be deemed to constitute a “group” for purposes of Section 13(g)(3) of the Act. The filing of this statement shall not be construed as an admission that the Reporting Persons are a group, or have agreed to act as a group.
     
    Item 2(b).
    Address or Principal Business Office or, if none, Residence:
     
    Westchester Capital Management, LLC
    100 Summit Drive, Valhalla, NY 10595

    Westchester Capital Partners, LLC
    100 Summit Drive, Valhalla, NY 10595

    Virtus Investment Advisers, Inc.
    One Financial Plaza, Hartford, CT 06103

    The Merger Fund
    101 Munson Street, Greenfield, MA 01301-9683


    Item 2(c).
    Citizenship
     
    Westchester and WCP are organized under the laws of the State of Delaware. Each of Virtus and MF are organized under the laws of the State of Massachusetts.
     
    Item 2(d).
    Title of Class of Securities
     
    The class of equity securities of the Company to which this filing on Schedule 13G relates is Class A common stock, $0.0001 par value per share ("Common Stock").
     
    Item 2(e).
    CUSIP Number
     
    The CUSIP number of the Company’s Common Stock is 612160101.

    Item 3.
    If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
     
     
    (a)
    ☐  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
     
    (b)
    ☐  Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 73c).
     
    (c)
    ☐  Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
     
    (d)
    ☒  Investment company registered under section 8 of the Investment Company Act of 1940(15 U.S.C. 80a-8).
     
    (e)
    ☒  An investment adviser in accordance with §13d-1(b)(1)(ii)(E).
     
    (f)
    ☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
     
    (g)
    ☐  A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
     
    (h)
    ☐  A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
     
    (i)
    ☐  A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
     
    (j)
    ☐  Group, in accordance with §240.13d-1(b)(1)(ii)(J).
       
     
    ☐ If this statement is filed pursuant to §240.13d-1(c), check this box.

    Item 4.
     Ownership
     
    The information set forth in Rows 5 through 11 of the cover pages to this Schedule 13G is incorporated herein by reference. Virtus acts as investment adviser to each of MF, MF VL, EDF and CEF.  Westchester acts as sub-advisor to each of MF, MF VL, EDF, CEF, JNL, JARB and PRIN and may be deemed to beneficially own shares of Common Stock held by MF, MF VL, EDF, CEF, JNL, JARB and PRIN.  WCP, as investment adviser to Master Trust, may be deemed to beneficially own shares of Common Stock held by the Master Trust.   Messrs. Behren and Shannon each serve as Co-Presidents of Westchester and WCP.  By virtue of these relationships, Westchester, WCP and Messrs. Behren and Shannon may be deemed to beneficially own the Common Stock held by the Funds, however, each of the Reporting Persons and Messrs. Behren and Shannon disclaim beneficial ownership of such shares of Common Stock, except to the extent of their pecuniary interest therein.  The filing of this Statement shall not be construed as an admission that the Reporting Persons and Messrs. Behren and Shannon are, for the purpose of Section 13(g) of the Act, the beneficial owner of such shares held by the Funds.


    Item 5.
    Ownership of Five Percent or Less of a Class
     
    If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.
     
    Item 6.
    Ownership of More than Five Percent on Behalf of Another Person
     
    Not Applicable.
     
    Item 7.
    Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:
     
    Not Applicable.
     
    Item 8.
    Identification and Classification of Members of the Group
     
    Not Applicable.
     
    Item 9.
    Notice of Dissolution of Group
     
    Not Applicable.
     
    Item 10.
    Certification
     
    By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
     

    SIGNATURE

    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.

    Dated:  November 14, 2024

     
    WESTCHESTER CAPITAL MANAGEMENT, LLC
       
     
    By:
    /s/ CaSaundra Wu
       
    Name:  CaSaundra Wu
       
    Title:    CCO

     
    WESTCHESTER CAPITAL PARTNERS, LLC
       
     
    By:
    /s/ CaSaundra Wu
       
    Name:  CaSaundra Wu
       
    Title:    CCO
         
     
    VIRTUS INVESTMENT ADVISERS, INC.
       
     
    By:
    /s/ Chetram Persaud
       
    Name:  Chetram Persaud
       
    Title:    Chief Compliance Officer
         
     
    THE MERGER FUND
       
     
    By:
    /s/ Daphne Chisolm
       
    Name:  Daphne Chisolm
       
    Title:    Vice President, Counsel and Assistant Secretary


    Exhibit A

    JOINT FILING AGREEMENT

    In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock of Montana Technologies Corporation (f/k/a Power & Digital Infrastructure Acquisition II Corp.), and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of November 14, 2024.

    Dated:  November 14, 2024

     
    WESTCHESTER CAPITAL MANAGEMENT, LLC
       
     
    By:
    /s/ CaSaundra Wu
       
    Name:  CaSaundra Wu
       
    Title:    CCO
         
     
    WESTCHESTER CAPITAL PARTNERS, LLC
       
     
    By:
     /s/ CaSaundra Wu
       
    Name:  CaSaundra Wu
       
    Title:    CCO
         
     
    VIRTUS INVESTMENT ADVISERS, INC.
       
     
    By:
    /s/ Chetram Persaud
       
    Name:  Chetram Persaud
       
    Title:    Chief Compliance Officer
       
     
    THE MERGER FUND
       
     
    By:
    /s/ Daphne Chisolm
       
    Name:  Daphne Chisolm
       
    Title:    Vice President, Counsel and Assistant Secretary



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      RONAN, Mont., June 09, 2025 (GLOBE NEWSWIRE) -- AirJoule Technologies Corporation (NASDAQ:AIRJ) ("AirJoule Technologies" or the "Company"), the developer of the transformational AirJoule® system for separating pure water from air, today announced it is set to join the broad-market Russell 3000® Index at the conclusion of the 2025 Russell US Indexes annual reconstitution, effective after the US market opens on June 30, 2025, according to a preliminary list of additions posted May 23, 2025. The Russell 3000® Index captures the 3,000 largest US public companies by market capitalization. The index is reconstituted annually by re-ranking companies based on total market capitalization as of the

      6/9/25 8:00:22 AM ET
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    • Montana Technologies Announces First Quarter 2024 Results

      RONAN, Mont., May 20, 2024 /PRNewswire/ -- Montana Technologies Corporation (NASDAQ:AIRJ) ("Montana Technologies"), the developer of AirJoule®, a transformational atmospheric thermal energy and water harvesting technology, today announced its first quarter results. Key Highlights Closed business combination (the "Business Combination") with Montana Technologies LLC ("Legacy Montana") and renamed the combined company "Montana Technologies Corporation"$50 million minimum cash condition was exceeded by securing private investments led by Carrier Global Corporation ("Carrier"), Ri

      5/20/24 5:28:00 PM ET
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    • AirJoule Technologies Announces First Quarter 2025 Results

      RONAN, Mont., May 12, 2025 (GLOBE NEWSWIRE) -- AirJoule Technologies Corporation (NASDAQ:AIRJ) ("AirJoule Technologies" or the "Company"), the developer of the transformational AirJoule® system for separating pure water from air, today announced its first quarter 2025 results. First Quarter 2025 & Recent Highlights Key Milestones GE Vernova Collaboration on Waste Heat: Commenced a strategic project with GE Vernova focused on the integration of AirJoule® technology into GE Vernova products with an emphasis on the utilization of low-grade waste heat to produce water. The project will examine AirJoule®'s capability to convert low-grade waste heat into pure distilled water with GE Vernova'

      5/12/25 4:50:59 PM ET
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    • AirJoule Technologies Schedules Release of First Quarter 2025 Results and Conference Call

      RONAN, Mont., May 06, 2025 (GLOBE NEWSWIRE) -- AirJoule Technologies Corporation (NASDAQ:AIRJ) ("AirJoule Technologies" or the "Company"), the developer of the transformational AirJoule® system for separating pure water from air, today announced that it will report its first quarter 2025 results after market close on Monday, May 12, 2025. Company management will host a conference call and Q&A session to discuss the results at 8:30 AM ET on Tuesday, May 13, 2025. To access the live audio webcast of the conference call, please visit the investor section of the AirJoule Technologies website at https://airjouletech.com/investors. To participate by phone, dial 877-407-6184 (domestic) or +1-201

      5/6/25 4:01:38 PM ET
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    • AirJoule Technologies Announces Fourth Quarter and Full Year 2024 Results and Groundbreaking Performance of AirJoule® System

      RONAN, Mont., March 25, 2025 (GLOBE NEWSWIRE) -- AirJoule Technologies Corporation (NASDAQ:AIRJ) ("AirJoule Technologies" or the "Company"), the developer of the transformational AirJoule® system for separating pure water from air, today announced its fourth quarter and full year results. The Company also announced that the AirJoule® system can use low-grade waste heat from industrial processes to improve energy efficiency and produce pure distilled water for less than 160 watt-hours of energy consumption per liter ("Wh/L"). This marks a step change in water harvesting efficiency, allowing humanity to cost-effectively access water stored in the most reliable freshwater aquifer – the Earth'

      3/25/25 5:09:48 PM ET
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