XML 81 R1.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Cover - shares
 3 Months Ended
Mar. 31, 2024
Aug. 22, 2024
Document Information [Line Items]    
Document Type 10-Q/A  
Document Quarterly Report true  
Document Transition Report false  
Entity Interactive Data Current Yes  
Amendment Flag true  
Amendment Description Background of RestatementThis Amendment No. 1 to the Quarterly Report on Form 10-Q/A for the three-month period ended March 31, 2024 (the “Amended Report”) filed by Montana Technologies Corporation (“we”, “us”, “our”, “Montana” or the “Company”) amends and restates certain information in the Company’s Quarterly Report on Form 10-Q for the three month period ended March 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on May 20, 2024 (the “Original Report”).As described in the Company’s Current Report on Form 8-K filed with the SEC on August 13, 2024, on August 12, 2024, the Board of Directors of the Company (the “Board”), in consultation with management and upon the recommendation of the audit committee of the Board determined that the previously filed unaudited condensed consolidated financial statements of the Company as of and for the three month period ended March 31, 2024, can no longer be relied upon as the result of accounting errors identified by management in the course of a consultation process with the U.S. Securities and Exchange Commission (the “SEC”) relating to the erroneous consolidation as a variable interest entity, or “VIE”, of the Company’s interest in the AirJoule, LLC (the “AirJoule JV”) which should have been accounted for based upon the equity method.In the Original Report, 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. Through consultation with the SEC, it was determined that the de facto agency guidance was misapplied and could not be used to conclude that the Company is the primary beneficiary.Additionally, during the preparation of the Amended Report, management identified a misstatement and adjustment needed 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.Items Amended in this Amended ReportFor the convenience of the reader, this Amended Report sets forth the information in the Original Report in its entirety. However, only the following items of the Original Report are revised in this Amended Report, solely as a result of and to reflect the restatement and conditions related to the restatement described above.Part I, Item 1: Condensed Consolidated Financial Statements (Unaudited)Part I, Item 2: Management’s Discussion and Analysis of Financial Condition and Results of OperationsPart I, Item 4: Controls and ProceduresPart II, Item 6: ExhibitsAs required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, our principal executive officer and principal financial officer have provided new certifications, which are included in this Amended Report as Exhibits 31.1, 31.2, 32.1 and 32.2.Except as it relates to the restatements described above with related disclosures, this Amended Report does not reflect events occurring after the date of the Original Report. Among other things, forward looking statements made in the Original Report have not been revised to reflect events that occurred or facts that became known to the Company after the filing of the Original Report, and such forward looking statements should be read in their historical context. As such, this Amended Report speaks only as of the date the Original Report was filed, and the Company has not undertaken herein to amend, supplement or update any information contained in the Original Report to give effect to any subsequent events. Accordingly, this Amended Report should be read in conjunction with the Company’s filings made with the SEC subsequent to the filing of the Original Report, including any amendment to those filings.  
Document Period End Date Mar. 31, 2024  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q1  
Entity Information [Line Items]    
Entity Registrant Name MONTANA TECHNOLOGIES CORPORATION  
Entity Central Index Key 0001855474  
Entity File Number 001-41151  
Entity Tax Identification Number 86-2962208  
Entity Incorporation, State or Country Code DE  
Current Fiscal Year End Date --12-31  
Entity Current Reporting Status Yes  
Entity Shell Company false  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Entity Ex Transition Period false  
Entity Contact Personnel [Line Items]    
Entity Address, Address Line One 34361  
Entity Address, Address Line Two Innovation Drive  
Entity Address, City or Town Ronan  
Entity Address, State or Province MT  
Entity Address, Postal Zip Code 59864  
Entity Phone Fax Numbers [Line Items]    
City Area Code (800)  
Local Phone Number 942-3083  
Class A Common Stock, par value $0.0001 per share    
Entity Listings [Line Items]    
Title of 12(b) Security Class A Common Stock, par value $0.0001 per share  
Trading Symbol AIRJ  
Security Exchange Name NASDAQ  
Warrants to purchase Class A common stock    
Entity Listings [Line Items]    
Title of 12(b) Security Warrants to purchase Class A common stock  
Trading Symbol AIRJW  
Security Exchange Name NASDAQ  
Class A Common Stock    
Entity Listings [Line Items]    
Entity Common Stock, Shares Outstanding   51,016,028
Class B Common Stock    
Entity Listings [Line Items]    
Entity Common Stock, Shares Outstanding   4,759,642