SEC Form SC 13G/A filed by Power & Digital Infrastructure Acquisition II Corp. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Montana Technologies Corporation**

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 the disclosures provided in a prior cover page.

** Formerly known as Power & Digital Infrastructure Acquisition II Corp.

*** Formerly CUSIP Number 73919C100

The information required in 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).

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Montana Technologies Corporation (formerly known as “Power & Digital Infrastructure Acquisition II Corp.”)

 

34361 Innovation Drive

Ronan, Montana 59864

 

Walleye Capital LLC, a Minnesota limited liability company, 2800 Niagara Lane N, Plymouth, MN 55447.

Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”)

612160101 (formerly CUSIP No. 73919C100)

 

 

Item 4.

Ownership

Note: The Reporting Person’s beneficial ownership reported herein consists of 570,272 shares of Class A Common Stock obtainable within 60 days upon exercise of warrants at an exercise price of $11.50 per share of Class A Common Stock (each, a “Warrant”) beneficially owned by the Reporting Person. The Warrants become exercisable 30 days after the closing of the Issuer’s business combination with Montana Technologies LLC on March 14, 2024 (the “Closing”), subject to a registration statement under the Securities Act of 1933, as amended, covering the issuance of the shares of Class A Common Stock issuable upon exercise of the Warrants becoming effective. In accordance with Rule 13d-3(d)(1)(i) under the Act, the percentage of the shares of Class A Common Stock beneficially owned by the Reporting Person reported herein is calculated based on a total of 49,063,770 shares of Class A Common Stock outstanding following the Closing, as reported in the Issuer’s current report on Form 8-K filed with the Securities and Exchange Commission on March 20, 2024, plus 570,272 shares of Class A Common Stock obtainable within 60 days upon exercise of Warrants beneficially owned by the Reporting Person.

 

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 ☒.

 

Not Applicable.

 

Not Applicable.

 

Not Applicable.

 

Not Applicable.

 

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.

 

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.

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