XML 88 R8.htm IDEA: XBRL DOCUMENT
v3.24.2.u1

Restatement of Previously Issued Financial Statements | 3 Months Ended
--- | ---
Mar. 31, 2024
Restatement of Previously Issued Financial Statements [Abstract] |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | Note 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Subsequent to the issuance of the condensed consolidated financial statements of the Company as of and for the three months ended March 31, 2024, the Company identified errors related to: 1) the accounting for the AirJoule JV, which was incorrectly consolidated as a VIE instead of being accounted for using the equity method: and 2) the treatment of certain transaction costs incurred in connection with the Company’s Business Combination which should have been charged to expense instead of equity. In previously issued financial statements, the Company concluded that it was the primary beneficiary because a de facto agency relationship existed with GE Vernova, and the Company was the most closely associated. Accordingly, the Company consolidated the AirJoule JV in the condensed consolidated financial statements. It was subsequently determined that the de facto agency guidance was misapplied and could not be used to conclude that the Company is the primary beneficiary. Additionally, management identified a misstatement related to the transaction costs incurred in connection with the Business Combination. Originally the Company had recorded certain transaction costs, including the recognition of the Earnout Shares liability, as a reduction in equity. Upon further consideration of the nature of the transaction as a reverse recapitalization and the amount of proceeds resulting from the Business Combination, it was determined that these costs should have been expensed as part of the transaction. Therefore, the Company is restating its unaudited condensed consolidated financial statements to account for its investment in the AirJoule JV based upon the equity method and to expense certain transactions costs relating to the Business Combination within the statement of operations. The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the period, indicated:
|  | As Previously Reported |  |  | Adjustment to convert AirJoule JV from consolidation to equity method |  |  | Adjustment for expensing of transaction costs |  |  | As Restated |
Condensed Consolidated Balance Sheet as of March 31, 2024 (unaudited) |  |  |  |  |  |  |  |  |  |  |  |
Cash |  | $ | 37,429,270 |  |  | $ | (10,011,901 | ) |  | $ | - |  |  | $ | 27,417,369 |
Total current assets |  |  | 37,915,608 |  |  |  | (10,011,901 | ) |  |  | - |  |  |  | 27,903,707 |
Property and equipment, net |  |  | 4,137 |  |  |  | (1,390 | ) |  |  | - |  |  |  | 2,747 |
In process research and development |  |  | 365,300,000 |  |  |  | (365,300,000 | ) |  |  | - |  |  |  | - |
Goodwill |  |  | 247,233,000 |  |  |  | (247,233,000 | ) |  |  | - |  |  |  | - |
Investment in AirJoule, LLC |  |  | - |  |  |  | 343,473,618 |  |  |  | - |  |  |  | 343,473,618 |
Total assets |  |  | 650,622,862 |  |  |  | (279,072,673 | ) |  |  | - |  |  |  | 371,550,189 |
Accounts Payable |  |  | 431,774 |  |  |  | (774 | ) |  |  | - |  |  |  | 431,000 |
Other accrued expenses |  |  | 6,781,239 |  |  |  | (65,280 | ) |  |  | - |  |  |  | 6,715,959 |
Total current liabilities |  |  | 11,753,101 |  |  |  | (66,054 | ) |  |  | - |  |  |  | 11,687,047 |
Deferred tax liabilities |  |  | - |  |  |  | 85,725,163 |  |  |  | - |  |  |  | 85,725,163 |
Total liabilities |  |  | 87,796,959 |  |  |  | 85,659,109 |  |  |  | - |  |  |  | 173,456,068 |
Additional paid-in capital |  |  | - |  |  |  | - |  |  |  | 39,701,547 |  |  |  | 39,701,547 |
Retained earnings (Accumulated deficit) |  |  | (43,686,098 | ) |  |  | 247,774,836 |  |  |  | (39,701,547 | ) |  |  | 164,387,191 |
Total Montana Technologies Corporation stockholders’ equity (deficit) |  |  | (49,680,715 | ) |  |  | 49,680,715 |  |  |  | - |  |  |  | - |
Non-controlling interest |  |  | 612,506,618 |  |  |  | (612,506,618 | ) |  |  | - |  |  |  | - |
Total stockholders’ equity (deficit) |  |  | 562,825,903 |  |  |  | (364,731,782 | ) |  |  | - |  |  |  | 198,094,121 |
Total liabilities and stockholders’ equity (deficit) |  |  | 650,622,862 |  |  |  | (279,072,673 | ) |  |  | - |  |  |  | 371,550,189 |
Condensed consolidated statement of changes in stockholders’ equity (deficit) for the three months ended March 31, 2024 (unaudited) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Formation of AirJoule, LLC |  | $ | 612,533,000 |  |  | $ | (612,533,000 | ) |  | $ | - |  |  |  | - |
Reverse capitalization, net of transaction costs – |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Additional paid-in capital |  |  | (60,729,824 | ) |  |  | - |  |  |  | 39,701,547 |  |  |  | (21,028,277 | )
Retained earnings (accumulated deficit) |  |  | (14,991,556 | ) |  |  | - |  |  |  | 14,991,556 |  |  |  | - |
Total stockholders’ equity (deficit) |  |  | (75,720,580 | ) |  |  | - |  |  |  | 54,693,103 |  |  |  | (21,027,477 | )
Net income (loss) |  |  | (11,526,441 | ) |  |  | 247,801,218 |  |  |  | (54,693,103 | ) |  |  | 181,555,292 |
Condensed Consolidated Statement of Operations for the three months ended March 31, 2024 (unaudited) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
General and administrative |  | $ | 827,576 |  |  | $ | (14,337 | ) |  | $ | - |  |  | $ | 813,239 |
Research and development |  |  | 896,613 |  |  |  | (50,456 | ) |  |  | - |  |  |  | 846,157 |
Transaction costs incurred in connection from business combination |  |  | - |  |  |  | - |  |  |  | 54,693,103 |  |  |  | 54,693,103 |
Depreciation and amortization |  |  | 1,145 |  |  |  | (60 | ) |  |  | - |  |  |  | 1,085 |
Loss from operations |  |  | (1,763,059 | ) |  |  | 64,853 |  |  |  | (54,693,103 | ) |  |  | (56,391,309 | )
Interest income |  |  | 38,236 |  |  |  | (12,090 | ) |  |  | - |  |  |  | 26,146 |
Gain on contribution to AirJoule, LLC |  |  | - |  |  |  | 333,500,000 |  |  |  | - |  |  |  | 333,500,000 |
Equity loss from investment in AirJoule, LLC |  |  | - |  |  |  | (26,382 | ) |  |  | - |  |  |  | (26,382 | )
Total other income (expense), net |  |  | (9,789,764 | ) |  |  | 333,461,528 |  |  |  | - |  |  |  | 323,671,764 |
Income (loss) before income taxes |  |  | (11,552,823 | ) |  |  | 333,526,381 |  |  |  | (54,693,103 | ) |  |  | 267,280,455 |
Income tax expense |  |  | - |  |  |  | (85,725,163 | ) |  |  | - |  |  |  | (85,725,163 | )
Net income (loss) |  |  | (11,552,823 | ) |  |  | 247,801,218 |  |  |  | (54,693,103 | ) |  |  | 181,555,292 |
Net loss attributable to non-controlling interest |  |  | (26,382 | ) |  |  | 26,382 |  |  |  | - |  |  |  | - |
Net loss attributable to common stockholders of the Company |  |  | (11,526,441 | ) |  |  | 11,526,441 |  |  |  | - |  |  |  | - |
Basic net income (loss) per share, Class A |  | $ | (0.28 | ) |  | $ | 5.91 |  |  | $ | (1.30 | ) |  | $ | 4.33 |
Basic Weighted average Class A common stock outstanding, Class A |  |  | 36,916,955 |  |  |  | 238,371 |  |  |  | - |  |  |  | 37,155,326 |
Diluted weighted average shares outstanding, Class A |  |  | - |  |  |  | 38,631,753 |  |  |  | - |  |  |  | 38,631,753 |
Diluted net income per share, Class A |  | $ | (0.28 | ) |  | $ | 5.72 |  |  | $ | (1.26 | ) |  | $ | 4.18 |
Basic net income (loss) per share, Class B |  | $ | (0.28 | ) |  | $ | 5.91 |  |  | $ | (1.30 | ) |  | $ | 4.33 |
Diluted net income (loss) per share, Class B |  | $ | (0.28 | ) |  | $ | 5.72 |  |  | $ | (1.26 | ) |  | $ | 4.18 |
Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2024 (unaudited) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash Flows from Operating Activities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net income (loss) |  | $ | (11,552,823 | ) |  | $ | 247,801,218 |  |  |  | (54,693,103 | ) |  | $ | 181,555,292 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Depreciation and amortization |  |  | 1,145 |  |  |  | (60 | ) |  |  | - |  |  |  | 1,085 |
Deferred tax expense |  |  | - |  |  |  | 85,725,163 |  |  |  | - |  |  |  | 85,725,163 |
Gain on contribution to AirJoule, LLC |  |  | - |  |  |  | (333,500,000 | ) |  |  | - |  |  |  | (333,500,000 | )
Equity loss from investment in AirJoule, LLC |  |  | - |  |  |  | 26,382 |  |  |  | - |  |  |  | 26,382 |
Non-cash transaction costs in connection with business combination |  |  | - |  |  |  | - |  |  |  | 53,721,000 |  |  |  | 53,721,000 |
Changes in operating assets and liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Accounts payable |  |  | (2,674,319 | ) |  |  | (774 | ) |  |  | - |  |  |  | (2,675,093 | )
Accrued expenses, accrued transaction costs and other liabilities |  |  | (1,057,718 | ) |  |  | (65,280 | ) |  |  | - |  |  |  | (1,122,998 | )
Net cash used in operating activities |  |  | (5,439,983 | ) |  |  | (13,351 | ) |  |  | (972,103 | ) |  |  | (6,425,437 | )
Cash Flows from Investing Activities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Purchases of fixed assets |  |  | (1,450 | ) |  |  | 1,450 |  |  |  | - |  |  |  | - |
Investment in AirJoule, LLC |  |  | - |  |  |  | (10,000,000 | ) |  |  | - |  |  |  | (10,000,000 | )
Net cash used in investing activities |  |  | (1,450 | ) |  |  | (9,998,550 | ) |  |  | - |  |  |  | (10,000,000 | )
Cash Flow from Financing Activities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Transaction costs - recapitalization |  |  | (972,103 | ) |  |  | - |  |  |  | 972,103 |  |  |  | - |
Net cash provided by financing activities |  |  | 42,494,907 |  |  |  | - |  |  |  | 972,103 |  |  |  | 43,467,010 |
Net increase (decrease) in cash |  |  | 37,053,474 |  |  |  | (10,011,901 | ) |  |  | - |  |  |  | 27,041,573 |
Cash, end of the period |  |  | 37,429,270 |  |  |  | (10,011,901 | ) |  |  | - |  |  |  | 27,417,369 |
Non-cash investing and financing activities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Initial recognition of earnout shares liability |  |  | 53,721,000 |  |  |  | - |  |  |  | (53,721,000 | ) |  |  | - |
Acquisition of business from GE Vernova in exchange for issuing non-controlling interest |  |  | 612,533,000 |  |  |  | (612,533,000 | ) |  |  | - |  |  |  | - |
Contribution to AirJoule, LLC of license to technology |  |  | - |  |  |  | 333,500,000 |  |  |  | - |  |  |  | 333,500,000 |
In addition, all disclosures and amounts in the footnotes impacted by the restatement have also been corrected.

X
- References No definition available. + Details
Name: | srt_CondensedFinancialInformationOfParentCompanyOnlyDisclosureAbstract
Namespace Prefix: | srt_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for condensed financial statements. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Name Regulation S-X (SX) -Number 210 -Section 12 -Subsection 04 -Paragraph a -Publisher SEC Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.12-04(a)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-3 + Details
Name: | srt_CondensedFinancialStatementsTextBlock
Namespace Prefix: | srt_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration