Amendment: SEC Form SC 13G/A filed by Montana Technologies Corporation
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
AirJoule
Technologies Corp.
(Name of Issuer)
Class
A common stock, par value $0.0001 per share
(Title of Class of Securities)
73919C100
(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
XPDI Sponsor II LLC |
| 2. | Check
The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ |
| 3. | SEC
Use Only
|
| 4. | Citizenship or Place of Organization
Delaware |
Number
of Beneficially Owned By Each |
5. | Sole
Voting Power
0 |
| 6. | Shared
Voting Power
0 | |
| 7. | Sole
Dispositive Power
0 | |
| 8. | Shared
Dispositive Power
0 |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person
0 |
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
|
| 11. | Percent
of Class Represented By Amount in Row (9)
0% |
| 12. | Type
of Reporting Person (See Instructions)
OO |
2
| 1. | Names
of Reporting Persons
XMS XPDI Sponsor II Holdings LLC |
| 2. | Check
The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ |
| 3. | SEC
Use Only
|
| 4. | Citizenship or Place of Organization
Delaware |
Number
of Beneficially Owned By Each |
5. | Sole
Voting Power
0 |
| 6. | Shared
Voting Power
0 | |
| 7. | Sole
Dispositive Power
0 | |
| 8. | Shared
Dispositive Power
0 |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person
0 |
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
|
| 11. | Percent
of Class Represented By Amount in Row (9)
0% |
| 12. | Type
of Reporting Person (See Instructions)
OO |
3
| 1. | Names
of Reporting Persons
Theodore J Brombach |
| 2. | Check
The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ |
| 3. | SEC
Use Only
|
| 4. | Citizenship or Place of Organization
United States |
Number
of Beneficially Owned By Each |
5. | Sole
Voting Power
0 |
| 6. | Shared
Voting Power
1,631,412 | |
| 7. | Sole
Dispositive Power
0 | |
| 8. | Shared
Dispositive Power
1,631,412 |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person
1,631,412 (1) |
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
|
| 11. | Percent
of Class Represented By Amount in Row (9)
3.19% (2) |
| 12. | Type
of Reporting Person (See Instructions)
IN |
| (1) | Includes (i) 926,692 shares of Class A common stock (“Class A Shares”) and (ii) 704,720 Class A Shares acquirable in respect of 704,720 warrants exercisable at $11.50 per share (“Private Placement Warrants”). |
| (2) | Calculated based on (i) 51,016,028 Class A Shares outstanding as of August 22, 2024, as reported on the Issuer’s Form 10-K filed with the Securities and Exchange Commission on August 23, 2024, and (ii) 704,720 Class A Shares acquirable in respect of 704,720 Private Placement Warrants. |
4
| 1. | Names
of Reporting Persons
John Yogi Spence |
| 2. | Check
The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ |
| 3. | SEC
Use Only
|
| 4. | Citizenship or Place of Organization
United States |
Number
of Beneficially Owned By Each |
5. | Sole
Voting Power
0 |
| 6. | Shared
Voting Power
1,672,588 | |
| 7. | Sole
Dispositive Power
0 | |
| 8. | Shared
Dispositive Power
1,672,588 |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person
1,672,588 (1) |
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
|
| 11. | Percent
of Class Represented By Amount in Row (9)
3.27% (2) |
| 12. | Type
of Reporting Person (See Instructions)
IN |
| (1) | Includes (i) 967,868 Class A Shares and (ii) 704,720 Class A Shares acquirable in respect of 704,720 Private Placement Warrants. |
| (2) | Calculated based on (i) 51,016,028 Class A Shares outstanding as of August 22, 2024, as reported on the Issuer’s Form 10-K filed with the Securities and Exchange Commission on August 23, 2024, and (ii) 704,720 Class A Shares acquirable in respect of 704,720 Private Placement Warrants. |
5
| Item 1(a). | Name of Issuer |
AirJoule Technologies Corp. (the “Issuer”)
| Item 1(b). | Address of the Issuer’s Principal Executive Offices |
34361 Innovation Drive
Ronan, MT 59864
| Item 2(a). | Names of Persons Filing |
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:
| (i) | XPDI Sponsor II LLC (the “Sponsor”) | |
| (ii) | XMS XPDI Sponsor II Holdings LLC (“XMS XPDI Holdings”) | |
| (iii) | Theodore J Brombach |
(iv) | John Yogi Spence |
| Item 2(b). | Address of the Principal Business Office, or if none, Residence |
321 North Clark Street, Suite 2440
Chicago, IL 60654
| Item 2(c). | Citizenship |
See responses to Item 4 on each cover page.
| Item 2(d). | Title of Class of Securities |
Class A common stock, par value $0.0001 per share.
| Item 2(e). | CUSIP Number |
The CUSIP number for the Class A Common Stock is 73919C100.
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a (n): |
Not Applicable.
6
| Item 4. | Ownership |
| (a) | Amount beneficially owned: |
See responses to Item 9 on each cover page.
| (b) | Percent of Class: |
See responses to Item 11 on each cover page.
| (c) | Number of shares as to which the Reporting Person has: |
| (i) | Sole power to vote or to direct the vote: |
See responses to Item 5 on each cover page.
| (ii) | Shared power to vote or to direct the vote: |
See responses to Item 6 on each cover page.
| (iii) | Sole power to dispose or to direct the disposition of: |
See responses to Item 7 on each cover page.
| (iv) | Shared power to dispose or to direct the disposition of: |
See responses to Item 8 on each cover page.
This filing of this Statement shall not be construed as an admission that any of the Reporting Persons are, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement.
| 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 |
Not Applicable.
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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 | ||
| XPDI Sponsor II LLC | ||
| By: | XMS XPDI Sponsor II Holdings LLC | |
| Its: | Managing Member | |
| /s/ Theodore J. Brombach | ||
| Name: | Theodore J. Brombach | |
| Title: | Managing Member | |
| XMS XPDI SPONSOR II HOLDINGS LLC | ||
| By: | /s/ Theodore J. Brombach | |
| Name: | Theodore J. Brombach | |
| Title: | Managing Member | |
| THEODORE J. BROMBACH | ||
| /s/ Theodore J. Brombach | ||
| Theodore J. Brombach | ||
| JOHN YOGI SPENCE | ||
| /s/ John Yogi Spence | ||
| John Yogi Spence | ||
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EXHIBIT LIST
| Exhibit 1 | Joint Filing Agreement, dated as of November 14, 2024. |
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