Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2023 | |
Document Information Line Items | |
Entity Registrant Name | Montana Technologies Corporation |
Document Type | S-1 |
Amendment Flag | false |
Entity Central Index Key | 0001855474 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 59,167 | $ 1,287,986 |
Prepaid expenses | 284,405 | |
Total current assets | 59,167 | 1,572,391 |
Investments held in Trust Account | 114,641,527 | 294,395,846 |
Total Assets | 114,700,694 | 295,968,237 |
Current liabilities: | ||
Accounts payable | 695,515 | 267,297 |
Accrued expenses | 5,737,714 | 660,491 |
Excise tax payable | 1,881,321 | |
Income tax payable | 171,836 | 802,367 |
Franchise tax payable | 124,250 | 72,289 |
Total current liabilities | 9,510,636 | 1,802,444 |
Deferred underwriting commissions | 6,037,500 | 10,062,500 |
Total Liabilities | 15,548,136 | 11,864,944 |
Commitments and Contingencies | ||
Class A common stock; 10,608,178 and 28,750,000 shares subject to possible redemption at $10.76 and $10.20 per share as of December 31, 2023 and 2022, respectively | 114,128,755 | 293,293,429 |
Stockholders’ Deficit: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | ||
Accumulated deficit | (14,976,916) | (9,190,855) |
Total stockholders’ deficit | (14,976,197) | (9,190,136) |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit | 114,700,694 | 295,968,237 |
Class A Common Stock | ||
Stockholders’ Deficit: | ||
Common stock value | ||
Class B Common Stock | ||
Stockholders’ Deficit: | ||
Common stock value | 719 | 719 |
Related Party | ||
Current liabilities: | ||
Advance from related party | $ 900,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Common Stock | ||
Common stock subject to possible redemption | 10,608,178 | 28,750,000 |
Common stock subject to possible redemption, per share (in Dollars per share) | $ 10.76 | $ 10.2 |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Class A Non Redeemable Common Stock | ||
Common stock, shares issued | ||
Common stock, shares outstanding | ||
Class B Common Stock | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 7,187,500 | 7,187,500 |
Common stock, shares outstanding | 7,187,500 | 7,187,500 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
General and administrative expenses | $ 5,889,740 | $ 887,745 |
Franchise tax expenses | 200,000 | 215,408 |
Loss from operations | (6,329,740) | (1,343,153) |
Other income: | ||
Other income attributable to derecognition of deferred underwriting fee allocated to offering costs | 205,275 | |
Income from investments held in Trust Account | 9,126,178 | 4,187,504 |
Total other income | 9,331,453 | 4,187,504 |
Income before provision for income taxes | 3,001,713 | 2,844,351 |
Provision for income taxes | (1,758,720) | (802,367) |
Net income | $ 1,242,993 | $ 2,041,984 |
Class A Common Stock | ||
Other income: | ||
Weighted average shares outstanding, basic (in Shares) | 18,709,868 | 28,750,000 |
Basic net income per share (in Dollars per share) | $ 0.05 | $ 0.06 |
Class B Common Stock | ||
Other income: | ||
Weighted average shares outstanding, basic (in Shares) | 7,187,500 | 7,187,500 |
Basic net income per share (in Dollars per share) | $ 0.05 | $ 0.06 |
Related Party | ||
General and administrative expenses – related party | $ 240,000 | $ 240,000 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class A Common Stock | ||
Weighted average shares outstanding, diluted | 18,709,868 | 28,750,000 |
Diluted net income per share | $ 0.05 | $ 0.06 |
Class B Common Stock | ||
Weighted average shares outstanding, diluted | 7,187,500 | 7,187,500 |
Diluted net income per share | $ 0.05 | $ 0.06 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Deficit - USD ($) | Class A Common Stock | Class B Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 719 | $ (8,314,410) | $ (8,313,691) | ||
Balance (in Shares) at Dec. 31, 2021 | 7,187,500 | ||||
Increase in redemption value of Class A common stock subject to possible redemption | (2,918,429) | (2,918,429) | |||
Net income | 2,041,984 | 2,041,984 | |||
Balance at Dec. 31, 2022 | $ 719 | (9,190,855) | (9,190,136) | ||
Balance (in Shares) at Dec. 31, 2022 | 7,187,500 | ||||
Increase in redemption value of Class A common stock subject to possible redemption | (3,819,725) | (5,147,733) | (8,967,458) | ||
Excise tax payable attributable to redemption of common stock | (1,881,321) | (1,881,321) | |||
Waived deferred underwriting discount | 3,819,725 | 3,819,725 | |||
Net income | 1,242,993 | 1,242,993 | |||
Balance at Dec. 31, 2023 | $ 719 | $ (14,976,916) | $ (14,976,197) | ||
Balance (in Shares) at Dec. 31, 2023 | 7,187,500 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net income | $ 1,242,993 | $ 2,041,984 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Income from investments held in Trust Account | (9,126,178) | (4,187,504) |
Other income attributable to derecognition of deferred underwriting fee allocated to offering costs | (205,275) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 284,405 | 329,567 |
Advance from related party | 900,000 | |
Accounts payable | 428,218 | (880,791) |
Accrued expenses | 5,077,223 | 250,114 |
Income tax payable | (630,531) | 802,367 |
Franchise tax payable | 51,961 | (79,906) |
Net cash used in operating activities | (1,977,184) | (1,724,169) |
Cash Flows from Investing Activities: | ||
Investment income released from Trust Account to pay for taxes | 2,548,365 | 167,553 |
Cash withdrawn for redemptions | 188,132,132 | |
Extension payments deposited in Trust Account | (1,800,000) | |
Net cash provided by investing activities | 188,880,497 | 167,553 |
Cash Flows from Financing Activities: | ||
Redemption of common stock | (188,132,132) | |
Net cash used in financing activities | (188,132,132) | |
Net decrease in cash | (1,228,819) | (1,556,616) |
Cash – beginning of the period | 1,287,986 | 2,844,602 |
Cash – end of the period | 59,167 | 1,287,986 |
Supplemental cash flow information: | ||
Federal income taxes paid | 2,389,251 | |
Supplemental disclosure of noncash activities: | ||
Remeasurement of Class A common stock subject to possible redemption | 8,967,458 | 2,918,429 |
Excise tax payable attributable to redemption of common stock | 1,881,321 | |
Reversal of transaction costs incurred in connection with IPO | $ 4,025,000 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2023 | |
Description of Organization and Business Operations [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Power & Digital Infrastructure Acquisition II Corp. (the “Company”) is a blank check company incorporated in Delaware on March 23, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2023, the Company had not commenced any operations. All activity for the period from March 23, 2021 (inception) through December 31, 2023 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), as described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non -operating The Company’s sponsor is XPDI Sponsor II LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on December 9, 2021. On December 14, 2021, the Company consummated its Initial Public Offering of 28,750,000 units (the “Units” and, with respect to the Class A common stock, $0.0001 par value per share (“Class A common stock”) included in the Units being offered, the “Public Shares”), which included the exercise of the underwriters’ option to purchase an additional 3,750,000 Units at the initial public offering price to cover over -allotments -Allotment Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 11,125,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant to the Sponsor and certain funds and accounts managed by subsidiaries of BlackRock, Inc., an unrelated party (the “Anchor Investors”), generating proceeds of approximately $11.1 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, approximately $290.4 million ($10.10 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and of the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a -7 While the Company’s management has broad discretion with respect to the specific application of the cash held outside of the Trust Account, substantially all of the net proceeds from the Initial Public Offering and the sale of the Private Placement Warrants, which are placed in the Trust Account, are intended to be applied generally toward completing a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable by us on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post -transaction The Company will provide the holders (the “Public Stockholders”) of the Company’s Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially at $10.10 per Public Share). The per -share If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Amended and Restated Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. On May 5, 2023, the Company filed a preliminary proxy statement (the “Proxy Statement”) for the solicitation of proxies in connection with the special meeting in lieu of Annual Meeting of the Company’s stockholders (the “Special Meeting”) to consider and vote on, among other proposals, the extension of the date by which the Company must consummate an initial Business Combination from June 14, 2023 (the “Initial Outside Date”) to December 14, 2023 (such date, the “Extended Date”), and to allow the Company, without another stockholder vote, by resolution of the Company’s board of directors to elect to further extend the Extended Date in one -month -1 At the Special Meeting on June 9, 2023, the Company’s stockholders approved the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal. In connection with the stockholders’ vote at the Special Meeting, the stockholders elected to redeem 18,141,822 $10.37 per share, for an aggregate redemption amount of $188,132,132 (the “Redemption”). After the satisfaction of the Redemption, the balance in the Trust Account as of December 31, 2023 was approximately $114,641,527. Upon completion of the Redemption, 10,608,178 In connection with the approval of the Extension Amendment Proposal, the company deposited $300,000 in the Trust Account on June 15, 2023, July 10, 2023 and August 10, 2023 and the sponsor deposited $300,000 in the Trust Account on September 8, 2023, October 10, 2023, and November 9, 2023. On December 12, 2023, January 10, 2024 and February 8, 2024, pursuant to Paragraph TWENTY FOURTH of the Amended and Restated Certificate of Incorporation, the Company’s board of directors approved an extension of the Deadline Date (as defined in the Amended and Restated Certificate of Incorporation) from December 14, 2023 to January 14, 2023, from January 14, 2023 to February 14, 2023 and from February 14, 2024 to March 14, 2024, respectively. On August 7, 2023 and September 8, 2023, a previous target of a potential business combination paid the Company $300,000 and $200,000, respectively, as a partial reimbursement of expenses incurred by the Company in connection with due diligence and negotiations and related activities with respect to such potential business combination, which were terminated in March of 2023. On December 14, 2023, the Company and Continental Stock Transfer & Trust Company (“CST”) entered into Amendment No. 1 to Investment Management Trust Agreement, dated December 9, 2021, by and between the Company and CST, to allow CST, upon written instruction of the Company, to (i) hold the funds in the Company’s Trust Account uninvested, (ii) hold the funds in an interest -bearing If the Company is unable to complete a Business Combination within the Combination Period, as it may be extended, or such later date as approved by holders of a majority of the voting power of the Company’s then outstanding shares of common stock that are voted at a meeting to extend such Combination Period, voting together as a single class, or the Board in accordance with the Company’s amended and restated certificate of incorporation, the Company will (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per -share The holders of the Founder Shares (the “initial stockholders”) agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (B) with respect to any other provisions of the Amended and Restated Certificate of Incorporation relating to stockholders’ rights or pre -initial The initial stockholders and Anchor Investors agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders and Anchor Investors acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.80, based on the balance of the trust account as of December 29, 2023. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below (i) the $10.10 per Public Share initially deposited in the Trust Account, or (ii) the lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the Trust assets, in each case net of interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third -party Merger Agreement On June 5, 2023, the Company and XPDB Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub”), entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”) with Montana Technologies LLC, a Delaware limited liability company (“Montana”), pursuant to which Merger Sub will merge with and into Montana, with Montana surviving the Merger as a wholly owned subsidiary of the Company (the “Merger” and, along with the transactions contemplated in the Merger Agreement, the “Proposed Transactions”). Following the closing of the Proposed Transactions (the “Closing”), the Company will be renamed “Montana Technologies Corporation” (the “Combined Company”). As part of the Transactions, equity holders of Montana will receive aggregate consideration of approximately $421.9 million (subject to adjustment as described in the Merger Agreement), payable (i) in the case of Class B and holders of Class C common units of Montana (after giving effect to the conversion of all outstanding preferred units of Montana into Class B common units, which conversion will occur prior to the Closing), newly issued shares of Class A common stock, par value $0.0001 per share, of the Combined Company (“Combined Company Class A common stock”), with a value ascribed to each share of Combined Company Class A common stock of $10.00, (ii) in the case of holders of Class A common units of Montana, newly issued shares of Class B common stock, par value $0.0001 per share, of the Combined Company (“Combined Company Class B common stock”), which Combined Company Class B common stock will have a number of votes per share such that the equity holders of Montana as of immediately prior to the Closing will collectively own at least 80% of the voting power of all classes of stock of the Combined Company entitled to vote immediately following the Closing and (iii) in the case of Montana’s option holders and warrant holders, options and warrants of the Combined Company, respectively, having substantially similar terms to the applicable options and warrants of Montana. Montana’s equity holders (other than warrant holders) will also have the opportunity to receive additional equity consideration (in each case, in accordance with their respective pro rata share) in the form of shares of Combined Company Class A common stock with a $10.00 value ascribed to each share (the “Earnout Shares”), only upon full completion of construction and operational viability (including all permitting, regulatory approvals and necessary or useful inspections) of new production capacity of Montana’s key components or assemblies based solely on demand from bona fide customer commitments evidenced by binding contracts (or in the discretion of a majority of the independent members of the board of directors of the Combined Company, a non -binding Sponsor Support Agreement In connection with the execution of the Merger Agreement, the Sponsor entered into a sponsor support agreement (the “Sponsor Support Agreement”) with the Company, Montana and other holders of the Company’s Class B common stock, $0.0001 par value per share (“Class B common stock”). The Sponsor Support Agreement provides that as of immediately prior to (but subject to) the Closing, 1,380,736 (or 20%) of the Class B common stock held by the Sponsor as of the Closing will be subject to certain time and performance -based The Sponsor Support Agreement will terminate on the earlier of (i) the date the Proposed Transactions become effective or (ii) the termination of the Merger Agreement in accordance with its terms. Investment Agreement On September 29, 2023, the Company entered into an Investment Agreement (the “Investment Agreement”) with Montana Technologies LLC (“Montana”), Contemporary Amperex Technology Co., Limited (“CATL”), CATL US Inc., an affiliate of CATL (“CATL US”) and Contemporary Amperex Technology USA Inc. an affiliate of CATL (“CATL USA,” and, together with CATL US and CATL, the “CATL Parties”), pursuant to which the CATL Parties agreed, among other things, that they will not, directly or indirectly, (i) acquire any additional units of the Company following the consummation of its proposed business combination with Montana (the “Business Combination,” and such surviving company, the “Post -Combination -Combination -Combination -Combination -Combination -Combination -Combination The CATL Parties agreed that they will not, and will cause their affiliates not to, access, obtain, or seek to access or obtain Montana or the Post -Combination -how Montana has agreed to use its reasonable best efforts to assist CATL USA in selling, prior to the consummation of the Business Combination, units of Montana representing at least 2% of Montana’s issued and outstanding units at a price per unit that is not materially lower than the price per unit implied by the valuation of Montana in connection with the Business Combination. In so assisting CATL USA, Montana is not obligated to incur any expenses or grant any concessions, nor is it obligated to prioritize any sale by CATL USA over its own capital raising or financing activities. The Investment Agreement contains customary representations and warranties and may be terminated only with the written consent of the parties thereto. Liquidity, Capital Resources and Going Concern As of December 31, 2023, the Company had approximately $59,000 in cash and working capital deficit of approximately $9.5 million. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to cover certain offering costs on behalf of the Company in exchange for issuance of Founder Shares (as defined in Note 4) and a loan from a related party of approximately $115,000 under the Note (as defined in Note 4). The Company fully repaid the Note on December 17, 2021. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds under the Working Capital Loans (as defined and described in Note 4). In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205 -40 the mandatory liquidation date, as it may be extended. Over this time period, the Company will be using the funds outside of the Trust Account for paying existing accounts payable and meeting conditions to closing the Business Combination. See Note 10 — Subsequent Events, of the Notes to Consolidated Financial Statements included in “Item 8. Financial Statements and Supplementary Data” of this report. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year from the issuance date of these financial statements. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties Management is currently evaluating the impact of the COVID -19 In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. The recent military conflict between Israel and militant groups led by Hamas has also caused uncertainty in the global markets. Further, the impact of these actions and related sanctions on the world economy are not determinable as of the date of these financial statements. Certain purported shareholders of the Company sent demand letters (the “Demands”) alleging deficiencies and/or omissions in the Registration Statement on Form S -4 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, XPDB Merger Sub, LLC. There has been no intercompany activity since inception. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual results could differ from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times, may exceed the Federal Depository Insurance Corporation coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Cash and Cash Equivalents The Company considers all short -term Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds meeting certain conditions under Rule 2a -7 To mitigate the risk of being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), on December 14, 2023, the Company instructed the trustee with respect to the Trust Account to liquidate the U.S. government securities or money market funds held in the Trust Account and thereafter to maintain all funds in the Trust Account in a segregated, interest -bearing Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the consolidated balance sheets, primarily due to their short -term Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three -tier • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re -assessed The warrants issued in the Initial Public Offering (“Public Warrants”) and the Private Placement Warrants are not precluded from equity classification, based on the guidance in ASC 480 and ASC 815. Equity -classified Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Class A common stock were charged to the carrying value of Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. Offering costs associated with the Public Warrants and the Private Placement Warrants were recognized net in equity. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable shares of Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. Shares of Class A common stock of the Company feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2023 and 2022, 10,608,178 and 28,750,000, respectively, shares of Class A common stock subject to possible redemption were presented as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheets. In connection with the stockholders’ vote at the Special Meeting, the stockholders elected to redeem 18,141,822 Under ASC 480, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid -in Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2023 and 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income per common share is calculated by dividing the net income by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income does not consider the effect of the Public Warrants and the Private Placement Warrants to purchase an aggregate of 25,500,000 Class A common stock in the calculation of diluted income per share, because their exercise is contingent upon future events and their inclusion would be anti -dilutive For The Year Ended December 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net income per common stock Numerator: Allocation of net income $ 898,015 $ 344,978 $ 1,633,587 $ 408,397 Denominator: Basic and diluted weighted average common stock outstanding 18,709,868 7,187,500 28,750,000 7,187,500 Basic and diluted net income per common stock $ 0.05 $ 0.05 $ 0.06 $ 0.06 Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023 -09 -09 -09 -09 Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2023 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3 INITIAL PUBLIC OFFERING On December 14, 2021, the Company consummated its Initial Public Offering of 28,750,000 Units, which included the exercise of the underwriters’ option to purchase an additional 3,750,000 Over -Allotment Each Unit consists of one share of Class A common stock, and one -half |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4 RELATED PARTY TRANSACTIONS Founder Shares On March 30, 2021, the Sponsor paid $25,000 to cover for certain offering costs on behalf of the Company in exchange for issuance of 5,750,000 of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters exercised their over -allotment In July 2021, the Sponsor transferred 30,000 Founder Shares to each of the four independent director nominees, a total of 120,000 Founder Shares. In November 2021, the Sponsor repurchased 30,000 -Stock -based -classified -based -based In exchange for the Anchor Investors participating in the Initial Public Offering and the Private Placement, the Company agreed to sell 1,078,125 Founder Shares to the Anchor Investors, and the Anchor Investors agreed to purchase from the Company on the date of the initial Business Combination such Founder Shares. The Sponsor also agreed that in the event of such purchase by the Anchor Investors, the Sponsor will forfeit to the Company for no consideration a number of Founder Shares equal to the number of Founder Shares purchased by the Anchor Investors. Further, the Anchor Investors agreed that, if they do not own an aggregate of at least certain amount of Public Shares (such amount, the “Anchor Threshold”) at the time of any stockholder vote with respect to an initial Business Combination or the business day immediately prior to the completion of the initial Business Combination, the number of Founder Shares to be purchased by such Anchor Investors from the Company will be reduced pro rata by a fraction, the numerator of which will equal the Anchor Threshold less the number of Public Shares held by such Anchor Investors after giving effect to any redemptions of the Public Shares by such Anchor Investors and their affiliates, and the denominator of which will equal the Anchor Threshold; provided, however, in no event will such pro rata reduction in the number of Founder Shares to be purchased by the Anchor Investors reduce the number of Founder Shares to be purchased by more than 75%. The Company determined that the excess of the fair value of the Founder Shares to be acquired by the Anchor Investors upon the closing of the initial Business Combination (in which case the Sponsor also agreed to forfeit to the Company for no consideration a number of Founder Shares equal to the number of Founder Shares purchased by the Anchor Investors) should be recognized as an offering cost by the Company in accordance with SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offerings.” The Company estimated the aggregate fair value of the Sponsor’s agreement to sell Founder Shares to the Anchor Investors to be approximately $4.7 million using a Monte Carlo simulation. Accordingly, the additional offering cost is allocated to the separable financial instruments issued in the Initial Public Offering on a relative fair value basis, compared to total proceeds received. The allocated portion of the additional offering cost associated with the Class A common stock was charged to the carrying value of Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. The initial stockholders and the Anchor Investors agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination; and (B) subsequent to the initial Business Combination (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 -trading -trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 11,125,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant to the Sponsor and the Anchor Investors, generating proceeds of approximately $11.1 million. Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The purchasers of the Private Placement Warrants agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial Business Combination. Related Party Loans On March 30, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (as amended and restated on July 1, 2021, the “Note”). This loan was non -interest In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon completion of a Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2023 and 2022, the Company had no borrowings under the Working Capital Loans. Advance from Related Party On September 10, 2023, October 10, 2023 and November 9, 2023, the Sponsor contributed $300,000 to the Trust Account in connection with extending the Company’s termination date pursuant to the approval of the Extension Amendment Proposal. As of December 31, 2023, the Sponsor had advanced $900,000 to the Company. Administrative Services Agreement Commencing on December 9, 2021 through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company agreed to pay affiliates of the Sponsor a total of $20,000 per month for office space, administrative and support services. During the year ended December 31, 2023 and 2022, the Company incurred $240,000 of such fees, which are recognized in general and administrative expenses — related party, in the accompanying consolidated statements of operations. As of December 31, 2023 and 2022, the Company had $500,000 and $260,000, respectively, payable in connection with such agreement, included as accrued expenses in the accompanying consolidated balance sheets. Other Agreements On November 12, 2023, the Company entered into an arrangement pursuant to which, under certain circumstances, up to 2% of the proceeds of the capital raised in transactions arranged by certain third parties from investors located in certain limited jurisdictions may be paid to such third parties. On December 14, 2023, Montana agreed to reimburse, and did reimburse, the Company 50% of certain expenses incurred by third parties and paid by the Company in connection with this arrangement. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 5 COMMITMENTS AND CONTINGENCIES Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares), were entitled to registration rights pursuant to a registration rights agreement to be signed prior to the consummation of the Initial Public Offering. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock -up Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per Unit on all Units sold in the Initial Public Offering, except for the Units purchased by the Anchor Investors, or approximately $5.3 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per Unit, or approximately $10.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On June 20, 2023, BofA Securities, Inc. waived its entitlement to the payment of any deferred discount to be paid under the terms of underwriting agreement. As a result, the reduction in deferred fees was allocated on a pro rata basis between additional paid -in -classified -in Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any share redemption or other share repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise will depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. On June 9, 2023, the Company’s stockholders redeemed 18,141,822 |
Class A Common Stock Subject to
Class A Common Stock Subject to Possible Redemption | 12 Months Ended |
Dec. 31, 2023 | |
Class A Common Stock Subject to Possible Redemption [Abstract] | |
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION | NOTE 6 CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 500,000,000 In connection with the stockholders’ vote at the Special Meeting, the stockholders elected to redeem 18,141,822 The Class A common stock subject to possible redemption reflected on the consolidated balance sheets is reconciled on the following table: Gross proceeds $ 287,500,000 Less: Proceeds allocated to Public Warrants (14,662,500 ) Issuance costs allocated to Class A common stock (19,627,833 ) Plus: Adjust carrying value to initial redemption value 40,083,762 Class A common stock subject to possible redemption as of December 31, 2022 293,293,429 Less: Redemption (188,132,132 ) Plus: Remeasurement of carrying value to initial redemption value 8,967,458 Class A common stock subject to possible redemption as of December 31, 2023 $ 114,128,755 |
Stockholders_ Deficit
Stockholders’ Deficit | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders’ Deficit [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 7 STOCKHOLDERS’ DEFICIT Preferred Stock no Class A Common Stock In connection with the stockholders’ vote at the Special Meeting, the stockholders elected to redeem 18,141,822 There are 489,391,282 authorized but unissued shares of our Class A common stock available for issuance which amount does not take into account shares reserved for issuance upon exercise of outstanding warrants or shares issuable upon conversion of the Class B common stock, if any. Class B Common Stock There are 42,812,500 authorized but unissued shares of our Class B common stock available for issuance which amount does not take into account shares reserved for issuance upon exercise of outstanding warrants or shares issuable upon conversion of the Class B common stock, if any. The Class B common stock is automatically convertible into Class A common stock at the time of our initial business combination as described herein and in our amended and restated certificate of incorporation. Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders and vote together as a single class, except as required by law; provided, that, prior to the Company’s initial Business Combination, holders of the Class B common stock will have the right to appoint all of the Company’s directors and remove members of the board of directors for any reason, and holders of the Class A common stock will not be entitled to vote on the appointment of directors during such time. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination, or earlier at the option of the holder, on a one -for-one -linked -dilution -converted -linked -linked Warrants Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of its initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Company’s initial Business Combination and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five -linked The Private Placement Warrants will be non -redeemable Redemption of Public Warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may call the outstanding warrants for redemption (except as described herein with respect to the Private Placement Warrants): • • • • -trading Unless the Company has elected to require Public Warrant holders to exercise such warrants on a cashless basis, the Company will not redeem the Public Warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30 -day If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax [Abstract] | |
INCOME TAX | NOTE 8 — INCOME TAX The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start -up The income tax provision for the year ended December 31, 2023 and 2022 consists of the following: December 31, December 31, Current Federal $ 1,758,720 $ 802,367 State — — Deferred Federal (427,576 ) (205,053 ) State (266,934 ) — Change in valuation allowance 694,510 205,053 Income tax provision $ 1,758,720 $ 802,367 The Company’s net deferred tax assets (liability) at December 31, 2023 and 2022 are as follows: December 31, December 31, Deferred tax assets (liability) Net operating loss carryforward $ — $ — Startup/Organization Expenses 1,013,851 319,341 Total deferred tax assets (liability) 1,013,851 319,341 Valuation Allowance (1,013,851 ) (319,341 ) Deferred tax assets (liability) $ — $ — As of December 31, 2023 and 2022, the Company had $0 and $0 of U.S. federal net operating loss carryovers, respectively, available to offset future taxable income, which do not expire. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. At December 31, 2023 and 2022, the valuation allowance was $1,013,851 and $319,341, respectively. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) at December 31, 2023 and 2022 is as follows: December 31, December 31, Statutory federal income tax rate 21.00 % 21.00 % Statutory state income tax rate 7.51 % — % Merger and acquisition expenses 24.78 % — % Change in apportionment and tax rate (16.40 )% — % Reversal of transaction costs incurred in connection with IPO (1.44 )% — % Valuation allowance 23.14 % 7.20 % Income tax provision 58.59 % 28.20 % |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9 — FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2023 and 2022 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Level 1 Level 2 Level 3 December 31, 2023 – Assets Investments held in Trust Account $ 114,641,527 — — December 31, 2022 – Assets Investments held in Trust Account $ 294,395,846 — — Transfers to/from Levels Level 1 assets include investments in money market funds or U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements other than described below. On August 9, 2023, the Company filed with the SEC a registration statement on Form S -4 -4 -4 On January 7, 2024, the Company entered into a letter agreement (the “Letter Agreement”) with Montana Technologies LLC, a Delaware limited liability company (“Montana Technologies”) and Carrier Corporation, an affiliate of Carrier Global Corporation (NYSE: CARR), a global leader in intelligent climate and energy solutions (collectively with its affiliates, “Carrier”), pursuant to which Carrier, Montana Technologies and the Company agreed, among other things, to provide Carrier the right to nominate one (1) designee, subject to the approval of the Company, for election to the board of directors for so long as Carrier satisfies certain investment conditions, following the business combination between the Company and Montana Technologies. On January 7, 2024, Montana Technologies entered into a common unit subscription agreement with Carrier pursuant to which, subject to the conditions set forth therein, Carrier agreed to purchase from Montana Technologies, and Montana Technologies agreed to issue and sell to Carrier, a number of Montana Class B Common Units as will convert into 1,176,471 On January 25, 2024, Montana Technologies entered into a joint venture formation framework agreement (the “Framework Agreement”) with GE Ventures LLC, a Delaware limited liability company (“GE Vernova”), and, solely for the purposes specified therein, GE Vernova LLC, a Delaware limited liability company (“GE Vernova Parent”), pursuant to which Montana Technologies and GE Vernova have agreed, subject to the terms and conditions of the Framework Agreement, including certain closing conditions specified therein, to form a joint venture (the “AirJoule JV”) in which each of Montana Technologies and GE Vernova will hold a 50% interest. The purpose of the AirJoule JV is to incorporate GE Vernova’s proprietary sorbent materials into systems that utilize Montana Technologies’ AirJoule ® On January 10, 2024, and February 8, 2024, pursuant to Paragraph TWENTY FOURTH of the Amended and Restated Certificate of Incorporation of the Company, the Company’s board of directors approved an extension of the Deadline Date (as defined in the Amended and Restated Certificate of Incorporation) from January 14, 2024 to February 14, 2024 and from February 14, 2024 to March 14, 2024, respectively. On February 5, 2024, the Company, XPDB Merger Sub, LLC, and Montana entered into that certain First Amendment to Agreement and Plan of Merger (the “Amendment”), amending the Business Combination Agreement, to, among other things, (i) amend the definition of Aggregate Transaction Proceeds and (ii) reduce the Aggregate Transaction Proceeds condition from $85 million to $50 million. On February 20, 2024, the Company filed a definitive proxy statement for the solicitation of proxies in connection with a special meeting of stockholders of the Company to consider and vote on, among other proposals, the extension of the date by which the Company must consummate an initial business combination from March 14, 2024 to April 14, 2024, and to allow the Company, without another stockholder vote, by resolution of the Board, to elect to further extend such date in one -month On February 21, 2024, the Company entered into an arrangement with a financial advisor and marketing agent in connection with its proposed business combination for a total service charge of $400,000. The first installment in the amount of $125,000 was paid on February 21, 2024. The remaining balance in the amount of $275,000 will be paid upon closing of the business combination from the flow of funds. On March 8, 2024, the Company and Rice Investment Group (“Rice”) entered into a subscription agreement pursuant to which the Company agreed to sell 588,235 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, XPDB Merger Sub, LLC. There has been no intercompany activity since inception. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual results could differ from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times, may exceed the Federal Depository Insurance Corporation coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short -term |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds meeting certain conditions under Rule 2a -7 To mitigate the risk of being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), on December 14, 2023, the Company instructed the trustee with respect to the Trust Account to liquidate the U.S. government securities or money market funds held in the Trust Account and thereafter to maintain all funds in the Trust Account in a segregated, interest -bearing |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the consolidated balance sheets, primarily due to their short -term |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three -tier • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re -assessed The warrants issued in the Initial Public Offering (“Public Warrants”) and the Private Placement Warrants are not precluded from equity classification, based on the guidance in ASC 480 and ASC 815. Equity -classified |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Class A common stock were charged to the carrying value of Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. Offering costs associated with the Public Warrants and the Private Placement Warrants were recognized net in equity. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable shares of Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. Shares of Class A common stock of the Company feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2023 and 2022, 10,608,178 and 28,750,000, respectively, shares of Class A common stock subject to possible redemption were presented as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheets. In connection with the stockholders’ vote at the Special Meeting, the stockholders elected to redeem 18,141,822 Under ASC 480, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid -in |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2023 and 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net Income per Common Share | Net Income per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income per common share is calculated by dividing the net income by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income does not consider the effect of the Public Warrants and the Private Placement Warrants to purchase an aggregate of 25,500,000 Class A common stock in the calculation of diluted income per share, because their exercise is contingent upon future events and their inclusion would be anti -dilutive For The Year Ended December 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net income per common stock Numerator: Allocation of net income $ 898,015 $ 344,978 $ 1,633,587 $ 408,397 Denominator: Basic and diluted weighted average common stock outstanding 18,709,868 7,187,500 28,750,000 7,187,500 Basic and diluted net income per common stock $ 0.05 $ 0.05 $ 0.06 $ 0.06 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023 -09 -09 -09 -09 Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Basic And Diluted Net (Loss) Income Per Share | Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. For The Year Ended December 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net income per common stock Numerator: Allocation of net income $ 898,015 $ 344,978 $ 1,633,587 $ 408,397 Denominator: Basic and diluted weighted average common stock outstanding 18,709,868 7,187,500 28,750,000 7,187,500 Basic and diluted net income per common stock $ 0.05 $ 0.05 $ 0.06 $ 0.06 |
Class A Common Stock Subject _2
Class A Common Stock Subject to Possible Redemption (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Class A Common Stock Subject to Possible Redemption [Abstract] | |
Schedule of Common Stock Subject to Possible Redemption | The Class A common stock subject to possible redemption reflected on the consolidated balance sheets is reconciled on the following table: Gross proceeds $ 287,500,000 Less: Proceeds allocated to Public Warrants (14,662,500 ) Issuance costs allocated to Class A common stock (19,627,833 ) Plus: Adjust carrying value to initial redemption value 40,083,762 Class A common stock subject to possible redemption as of December 31, 2022 293,293,429 Less: Redemption (188,132,132 ) Plus: Remeasurement of carrying value to initial redemption value 8,967,458 Class A common stock subject to possible redemption as of December 31, 2023 $ 114,128,755 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax [Abstract] | |
Schedule of Income Tax Provision | The income tax provision for the year ended December 31, 2023 and 2022 consists of the following: December 31, December 31, Current Federal $ 1,758,720 $ 802,367 State — — Deferred Federal (427,576 ) (205,053 ) State (266,934 ) — Change in valuation allowance 694,510 205,053 Income tax provision $ 1,758,720 $ 802,367 |
Schedule of Net Deferred Tax Assets (Liability) | The Company’s net deferred tax assets (liability) at December 31, 2023 and 2022 are as follows: December 31, December 31, Deferred tax assets (liability) Net operating loss carryforward $ — $ — Startup/Organization Expenses 1,013,851 319,341 Total deferred tax assets (liability) 1,013,851 319,341 Valuation Allowance (1,013,851 ) (319,341 ) Deferred tax assets (liability) $ — $ — |
Schedule of Reconciliation of the Statutory Federal Income Tax Rate (Benefit) | A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) at December 31, 2023 and 2022 is as follows: December 31, December 31, Statutory federal income tax rate 21.00 % 21.00 % Statutory state income tax rate 7.51 % — % Merger and acquisition expenses 24.78 % — % Change in apportionment and tax rate (16.40 )% — % Reversal of transaction costs incurred in connection with IPO (1.44 )% — % Valuation allowance 23.14 % 7.20 % Income tax provision 58.59 % 28.20 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | |
Schedule of Company’s Assets that are Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2023 and 2022 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Level 1 Level 2 Level 3 December 31, 2023 – Assets Investments held in Trust Account $ 114,641,527 — — December 31, 2022 – Assets Investments held in Trust Account $ 294,395,846 — — |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 12 Months Ended | ||||||||||||
Sep. 08, 2023 | Aug. 07, 2023 | Jun. 09, 2023 | Dec. 14, 2021 | Mar. 30, 2021 | Dec. 31, 2023 | Dec. 29, 2023 | Sep. 29, 2023 | Aug. 10, 2023 | Jul. 10, 2023 | Jun. 15, 2023 | Dec. 31, 2022 | Nov. 30, 2021 | |
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||
Price per share (in Dollars per share) | $ 10.1 | ||||||||||||
Offering costs | $ 20,700,000 | ||||||||||||
Deferred underwriting fees | $ 10,100,000 | ||||||||||||
Private placement warrants (in Shares) | 1 | ||||||||||||
Aggregate fair market value percentage | 80% | ||||||||||||
Issued and outstanding percentage | 50% | ||||||||||||
Public price per share (in Dollars per share) | $ 10.1 | ||||||||||||
Aggregate public shares, percentage | 15% | ||||||||||||
Net tangible assets | $ 5,000,001 | ||||||||||||
Redemption price per share (in Dollars per share) | $ 10.37 | ||||||||||||
Redemption balance in trust account | 114,641,527 | $ 294,395,846 | |||||||||||
Deposited in the trust account | $ 300,000 | $ 300,000 | $ 300,000 | ||||||||||
Business combination value | $ 200,000 | $ 300,000 | |||||||||||
Interest to pay dissolution expenses, maximum | $ 100,000 | ||||||||||||
Percentage of redemption public shares | 100% | ||||||||||||
Aggregate transaction | $ 421,900,000 | ||||||||||||
Anuualized earning before interest tax | $ 150,000,000 | ||||||||||||
Anuualized earning before interest tax description | (i) the ratio of (x) (1) the Annualized EBITDA that is expected from such new production capacity (the “Expected Annualized EBITDA”) less (2) (A) the Threshold Annualized EBITDA plus (B) all previously Expected Annualized EBITDA amounts associated with previous new production capacities for which previous earnouts were achieved, divided by (y) $150,000,000 multiplied by (ii) $200,000,000, provided that the aggregate Expected Annualized EBITDA may not exceed $300,000,000. | ||||||||||||
Earning amount | $ 200,000,000 | ||||||||||||
Outstanding share percentage | 100% | ||||||||||||
Sponsor agreement (in Shares) | 1,380,736 | ||||||||||||
Aggregate interest percentage | 9.80% | ||||||||||||
Percentage of issued and outstanding | 2% | ||||||||||||
Cash | $ 59,000 | ||||||||||||
Working capital deficit | $ 9,500,000 | ||||||||||||
Share Based Payment [Member] | |||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||
Percentage of vesting | 20% | ||||||||||||
IPO [Member] | |||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||
Shares issued (in Shares) | 28,750,000 | ||||||||||||
Price per share (in Dollars per share) | $ 10.1 | ||||||||||||
Gross proceeds | $ 290,400,000 | ||||||||||||
Over-Allotment Option [Member] | |||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||
Shares issued (in Shares) | 3,750,000 | ||||||||||||
Price per share (in Dollars per share) | $ 10 | ||||||||||||
Gross proceeds | $ 287,500,000 | ||||||||||||
Private Placement Warrants [Member] | |||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||
Shares issued (in Shares) | 11,125,000 | ||||||||||||
Private placement warrants (in Shares) | 11,125,000 | ||||||||||||
Exercise price (in Dollars per share) | $ 1 | ||||||||||||
Generating proceeds amount | $ 11,100,000 | ||||||||||||
Class A Common Stock [Member] | |||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||
Price per share (in Dollars per share) | $ 0.0001 | $ 10 | |||||||||||
Exercise price (in Dollars per share) | $ 11.5 | ||||||||||||
Stockholders elected to redeem shares (in Shares) | 18,141,822 | 18,141,822 | |||||||||||
Redemption price per share (in Dollars per share) | $ 10.37 | ||||||||||||
Aggregate redemption amount | $ 188,132,132 | $ 188,132,132 | |||||||||||
Shares issued redemption (in Shares) | 10,608,178 | ||||||||||||
Shares outstanding redemption (in Shares) | 10,608,178 | 28,750,000 | |||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | 0.0001 | $ 0.0001 | ||||||||||
Price per share (in Dollars per share) | $ 10 | ||||||||||||
Outstanding share percentage | 72.70% | ||||||||||||
Class A Common Stock [Member] | IPO [Member] | |||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||
Shares issued (in Shares) | 28,750,000 | ||||||||||||
Class A Common Stock [Member] | Private Placement Warrants [Member] | |||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||
Exercise price (in Dollars per share) | $ 11.5 | ||||||||||||
Class B Common Stock [Member] | |||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||
Common stock, shares issued (in Shares) | 7,187,500 | 7,187,500 | |||||||||||
Common stock, shares outstanding (in Shares) | 7,187,500 | 7,187,500 | |||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||
Outstanding share percentage | 76.60% | ||||||||||||
Class B Common Stock [Member] | Minimum [Member] | |||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||
Percentage of ownership | 80% | ||||||||||||
Merger Agreement [Member] | Class B Common Stock [Member] | |||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||
Common stock, par value (in Dollars per share) | 0.0001 | ||||||||||||
Founder Shares [Member] | |||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||
Sponsor payment | $ 25,000 | ||||||||||||
Related party debt | $ 115,000 | ||||||||||||
Founder Shares [Member] | Class B Common Stock [Member] | |||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||
Shares issued (in Shares) | 5,750,000 | ||||||||||||
Price per share (in Dollars per share) | $ 0.0001 | ||||||||||||
Common stock, shares outstanding (in Shares) | 7,187,500 | ||||||||||||
Business Combination [Member] | |||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||
Price per share (in Dollars per share) | $ 10.8 | ||||||||||||
Percentage of voting power | 9.80% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 12 Months Ended | ||
Jun. 09, 2023 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | |
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Federal deposit insurance coverage (in Dollars) | $ | $ 250,000 | ||
Redemption price per share (in Dollars per share) | $ / shares | $ 10.37 | ||
Redemption balance in trust account (in Dollars) | $ | $ 114,641,527 | $ 294,395,846 | |
Class A Common Stock [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Common stock subject to possible redemption shares | 10,608,178 | 28,750,000 | |
Shares of common stock | 18,141,822 | 18,141,822 | |
Redemption price per share (in Dollars per share) | $ / shares | $ 10.37 | ||
Aggregate redemption amount (in Dollars) | $ | $ 188,132,132 | $ 188,132,132 | |
Shares subject to possible redemption | 10,608,178 | ||
Number of classes of shares | 2 | ||
Aggregate of shares | 25,500,000 | ||
Class A Common Stock [Member] | Common Stock [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Common stock subject to possible redemption shares | 10,608,178 | 28,750,000 | |
Class B Common Stock [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Common stock shares issued | 7,187,500 | 7,187,500 | |
Common stock shares outstanding | 7,187,500 | 7,187,500 | |
Number of classes of shares | 2 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Basic And Diluted Net (Loss) Income Per Share - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class A Common Stock [Member] | ||
Numerator: | ||
Allocation of net income | $ 898,015 | $ 1,633,587 |
Denominator: | ||
Basic weighted average common stock outstanding | 18,709,868 | 28,750,000 |
Basic net income per common stock | $ 0.05 | $ 0.06 |
Class B Common Stock [Member] | ||
Numerator: | ||
Allocation of net income | $ 344,978 | $ 408,397 |
Denominator: | ||
Basic weighted average common stock outstanding | 7,187,500 | 7,187,500 |
Basic net income per common stock | $ 0.05 | $ 0.06 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Basic And Diluted Net (Loss) Income Per Share (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class A Common Stock [Member] | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Diluted weighted average common stock outstanding | 18,709,868 | 28,750,000 |
Diluted net income per common stock | $ 0.05 | $ 0.06 |
Class B Common Stock [Member] | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Diluted weighted average common stock outstanding | 7,187,500 | 7,187,500 |
Diluted net income per common stock | $ 0.05 | $ 0.06 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 14, 2021 | Dec. 31, 2023 | |
Initial Public Offering [Line Items] | ||
Offering costs (in Dollars) | $ 20.7 | |
Deferred underwritting fees (in Dollars) | $ 10.1 | |
Number of shares in a unit | 1 | |
Number of warrants in a unit | 1 | |
Number of shares issuable per warrant | 1 | |
IPO [Member] | ||
Initial Public Offering [Line Items] | ||
Sale of units | 28,750,000 | |
Proceeds generating gross amount (in Dollars) | $ 290.4 | |
Over-Allotment Option [Member] | ||
Initial Public Offering [Line Items] | ||
Sale of units | 3,750,000 | |
Proceeds generating gross amount (in Dollars) | $ 287.5 | |
Class A Common Stock [Member] | ||
Initial Public Offering [Line Items] | ||
Exercise price (in Dollars per share) | $ 11.5 | |
Class A Common Stock [Member] | IPO [Member] | ||
Initial Public Offering [Line Items] | ||
Sale of units | 28,750,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||
Nov. 12, 2023 | Dec. 14, 2021 | Dec. 09, 2021 | Mar. 30, 2021 | Nov. 30, 2021 | Jul. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 29, 2023 | Nov. 09, 2023 | Oct. 10, 2023 | Sep. 10, 2023 | |
Related Party Transactions [Line Items] | ||||||||||||
Price per shares (in Dollars per share) | $ 10.1 | |||||||||||
Stock based compensation | $ 516,000 | $ 516,000 | ||||||||||
Percentage of founder shares | 75% | |||||||||||
Loan borrowed value | $ 115,000 | |||||||||||
Working capital loans | $ 1,500,000 | |||||||||||
Sponsor contributed amount | $ 300,000 | $ 300,000 | $ 300,000 | |||||||||
Accrued expenses | $ 5,737,714 | 660,491 | ||||||||||
Capital raised transactions percentage | 2% | |||||||||||
Expense incurred | 50% | |||||||||||
Working Capital Loan [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Conversion price per share (in Dollars per share) | $ 1 | |||||||||||
Initial Public Offering [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Share issued (in Shares) | 28,750,000 | |||||||||||
Price per shares (in Dollars per share) | $ 10.1 | |||||||||||
Issued and outstanding shares percentage | 20% | |||||||||||
Private Placement Warrants [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Share issued (in Shares) | 11,125,000 | |||||||||||
Private placement warrant price (in Dollars per share) | $ 1 | |||||||||||
Generating gross proceeds | $ 11,100,000 | |||||||||||
Administrative Services Agreement [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Payment to affiliates | $ 20,000 | |||||||||||
Accrued expenses | $ 500,000 | $ 260,000 | ||||||||||
Class B Common Stock [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Stock dividend shares (in Shares) | 1,437,500 | |||||||||||
Common stock, shares outstanding (in Shares) | 7,187,500 | 7,187,500 | ||||||||||
Director nominee price per share (in Dollars per share) | $ 120 | |||||||||||
Class A Common Stock [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Price per shares (in Dollars per share) | $ 0.0001 | $ 10 | ||||||||||
Common stock equal or exceeds per share (in Dollars per share) | $ 12 | |||||||||||
Private placement warrant price (in Dollars per share) | 11.5 | |||||||||||
Class A Common Stock [Member] | Initial Public Offering [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Share issued (in Shares) | 28,750,000 | |||||||||||
Class A Common Stock [Member] | Private Placement Warrants [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Private placement warrant price (in Dollars per share) | $ 11.5 | |||||||||||
Independent Directors [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Transferred shares (in Shares) | 120,000 | |||||||||||
Sponsor [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Founder shares value issued | $ 25,000 | |||||||||||
Transferred shares (in Shares) | 30,000 | |||||||||||
Aggregate fair value | $ 4,700,000 | |||||||||||
Aggregate to cover expenses | $ 300,000 | |||||||||||
Sponsor [Member] | Class B Common Stock [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Shares repurchased (in Shares) | 30,000 | |||||||||||
Founder Shares [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Forfeited shares (in Shares) | 937,500 | 937,500 | ||||||||||
Founder Shares [Member] | Initial Public Offering [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Transferred shares (in Shares) | 1,078,125 | |||||||||||
Founder Shares [Member] | Class B Common Stock [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Share issued (in Shares) | 5,750,000 | |||||||||||
Price per shares (in Dollars per share) | $ 0.0001 | |||||||||||
Common stock, shares outstanding (in Shares) | 7,187,500 | |||||||||||
Related Party [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Sponsor contributed amount | $ 900,000 | |||||||||||
General and administrative expenses | 240,000 | $ 240,000 | ||||||||||
Related Party [Member] | Administrative Services Agreement [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
General and administrative expenses | $ 240,000 | $ 240,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | ||||
Jun. 20, 2023 | Jun. 09, 2023 | Aug. 16, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies [Line Items] | |||||
Deferred underwriting fee payable | $ 6,000,000 | ||||
Reflected ofconsolidated statement of operations | $ 205,275 | ||||
Percentage of excise tax | 1% | 1% | |||
Excise Tax Payable | $ 1,881,321 | ||||
Percentage of shares redemption | 1% | ||||
Class A Common Stock [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Stockholders redeemed shares (in Shares) | 18,141,822 | 18,141,822 | |||
Stockholders redeemed value | $ 188,132,132 | $ 188,132,132 | |||
Underwriting Agreement [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Underwriting discount per units (in Dollars per share) | $ 0.2 | ||||
Underwriter cash discount | $ 5,300,000 | ||||
Additional fee per units (in Dollars per share) | $ 0.35 | ||||
Deferred underwriting fee payable | $ 10,100,000 | ||||
Deferred underwriting fee payable | 4,025,000 | ||||
Reflected ofconsolidated statement of operations | 205,275 | ||||
Additional paid-in capital | $ 3,819,725 |
Class A Common Stock Subject _3
Class A Common Stock Subject to Possible Redemption (Details) - USD ($) | 12 Months Ended | |||
Jun. 09, 2023 | Dec. 31, 2023 | Dec. 29, 2023 | Dec. 31, 2022 | |
Class A Common Stock Subject to Possible Redemption [Line Items] | ||||
Redemption price per share (in Dollars per share) | $ 10.37 | |||
Balance of trust account (in Dollars) | $ 114,641,527 | $ 294,395,846 | ||
Class A Common Stock [Member] | ||||
Class A Common Stock Subject to Possible Redemption [Line Items] | ||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Voting rights | one | |||
Common stock subject to possible redemption shares | 10,608,178 | 28,750,000 | ||
Shares of common stock | 18,141,822 | 18,141,822 | ||
Redemption price per share (in Dollars per share) | $ 10.37 | |||
Aggregate redemption amount (in Dollars) | $ 188,132,132 | $ 188,132,132 | ||
Common stock subject to possible redemption issued | 10,608,178 | |||
Class B Common Stock [Member] | ||||
Class A Common Stock Subject to Possible Redemption [Line Items] | ||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock shares issued | 7,187,500 | 7,187,500 | ||
Common stock shares outstanding | 7,187,500 | 7,187,500 |
Class A Common Stock Subject _4
Class A Common Stock Subject to Possible Redemption (Details) - Schedule of Common Stock Subject to Possible Redemption - Class A Common Stock Subject to Possible Redemption [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Temporary Equity [Line Items] | ||
Gross proceeds | $ 287,500,000 | |
Less: | ||
Proceeds allocated to Public Warrants | (14,662,500) | |
Issuance costs allocated to Class A common stock | (19,627,833) | |
Plus: | ||
Adjust carrying value to initial redemption value | 40,083,762 | |
Class A common stock subject to possible redemption at beginning | $ 293,293,429 | |
Less: | ||
Redemption | $ (188,132,132) | |
Plus: | ||
Remeasurement of carrying value to initial redemption value | 8,967,458 | |
Class A common stock subject to possible redemption at ending | $ 114,128,755 |
Stockholders_ Deficit (Details)
Stockholders’ Deficit (Details) - USD ($) | 12 Months Ended | |||
Jun. 09, 2023 | Dec. 31, 2023 | Dec. 29, 2023 | Dec. 31, 2022 | |
Stockholders Deficit [Line Items] | ||||
Preferred stock shares authorized | 1,000,000 | 1,000,000 | ||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Preferred stock issued | ||||
Preferred stock outstanding | ||||
Common stock redemption price (in Dollars per share) | $ 10.37 | |||
Trust account (in Dollars) | $ 114,641,527 | $ 294,395,846 | ||
Percentage of common stock | 20% | |||
Threshold period for effective within statement after business combination | 60 days | |||
Warrant and outstanding term | 5 years | |||
Price threshold of newly issued stock price (in Dollars per share) | $ 9.2 | |||
Percentage of equity proceeds from issuance | 60% | |||
Minimum number of trading days | 20 days | |||
Percentage of warrant exercise price | 115% | |||
Redemption trigger price (in Dollars per share) | $ 18 | |||
Equal or exceed redemption price (in Dollars per share) | 18 | |||
Private Placement Warrants [Member] | ||||
Stockholders Deficit [Line Items] | ||||
Outstanding warrants | 11,125,000 | |||
Exercise price per share (in Dollars per share) | 1 | |||
Public Warrants [Member] | ||||
Stockholders Deficit [Line Items] | ||||
Equal or exceed redemption price (in Dollars per share) | $ 18 | |||
Class A Common Stock [Member] | ||||
Stockholders Deficit [Line Items] | ||||
Common stock authorized | 500,000,000 | 500,000,000 | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock subject to possible redemption shares | 10,608,178 | 28,750,000 | ||
Stockholders elected to redeem shares | 18,141,822 | 18,141,822 | ||
Common stock redemption price (in Dollars per share) | $ 10.37 | |||
Aggregate redemption amount (in Dollars) | $ 188,132,132 | $ 188,132,132 | ||
Shares authorized unissued | 489,391,282 | |||
Exercise price per share (in Dollars per share) | $ 11.5 | |||
Price threshold of newly issued stock price (in Dollars per share) | $ 9.2 | |||
Percentage of warrant exercise price | 180% | |||
Class A Common Stock [Member] | Private Placement Warrants [Member] | ||||
Stockholders Deficit [Line Items] | ||||
Exercise price per share (in Dollars per share) | $ 11.5 | |||
Class B Common Stock [Member] | ||||
Stockholders Deficit [Line Items] | ||||
Common stock authorized | 50,000,000 | 50,000,000 | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock outstanding | 7,187,500 | 7,187,500 | ||
Common stock issued | 7,187,500 | 7,187,500 | ||
Shares authorized unissued | 42,812,500 | |||
Public Warrants [Member] | ||||
Stockholders Deficit [Line Items] | ||||
Outstanding warrants | 14,375,000 | |||
Threshold period for filling registration statement after business combination | 20 days | |||
Redemption price per warrant (in Dollars per share) | $ 0.01 | |||
Threshold trading days for redemption of public warrants | 20 days | |||
Threshold consecutive trading days for redemption of public warrants | 30 days | |||
Stock price trigger for redemption of public warrants (in Dollars per share) | $ 18 | |||
Warrants [Member] | ||||
Stockholders Deficit [Line Items] | ||||
Exercise price per share (in Dollars per share) | 11.5 | |||
Class A Common Stock Equals Or Exceeds Threshold One Member | Class A Common Stock [Member] | ||||
Stockholders Deficit [Line Items] | ||||
Target share price of warrants or rights for redemption (in Dollars per share) | $ 18 | |||
Stockholders’ [Member] | Class A Common Stock [Member] | ||||
Stockholders Deficit [Line Items] | ||||
Common stock outstanding | 10,608,178 | |||
Common stock issued | 10,608,178 | |||
Stockholders’ [Member] | Class B Common Stock [Member] | ||||
Stockholders Deficit [Line Items] | ||||
Common stock outstanding | 7,187,500 | |||
Common stock issued | 7,187,500 |
Income Tax (Details)
Income Tax (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax [Abstract] | ||
U.S. federal net operating loss carryovers | $ 0 | $ 0 |
Valuation allowance | $ 1,013,851 | $ 319,341 |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of Income Tax Provision - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current | ||
Federal | $ 1,758,720 | $ 802,367 |
State | ||
Deferred | ||
Federal | (427,576) | (205,053) |
State | (266,934) | |
Change in valuation allowance | 694,510 | 205,053 |
Income tax provision | $ 1,758,720 | $ 802,367 |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of Net Deferred Tax Assets (Liability) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets (liability) | ||
Net operating loss carryforward | ||
Startup/Organization Expenses | 1,013,851 | 319,341 |
Total deferred tax assets (liability) | 1,013,851 | 319,341 |
Valuation Allowance | (1,013,851) | (319,341) |
Deferred tax assets (liability) |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of Reconciliation of the Statutory Federal Income Tax Rate (Benefit) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Reconcilation of the Statutory Federal Income Tax Rate (Benefit) [Abstract] | ||
Statutory federal income tax rate | 21% | 21% |
Statutory state income tax rate | 7.51% | |
Merger and acquisition expenses | 24.78% | |
Change in apportionment and tax rate | (16.40%) | |
Reversal of transaction costs incurred in connection with IPO | (1.44%) | |
Valuation allowance | 23.14% | 7.20% |
Income tax provision | 58.59% | 28.20% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of Company’s Assets that are Measured at Fair Value on a Recurring Basis - Fair Value, Recurring [Member] - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Level 1 [Member] | ||
December 31, 2023 – Assets | ||
Investments held in Trust Account | $ 114,641,527 | $ 294,395,846 |
Level 2 [Member] | ||
December 31, 2023 – Assets | ||
Investments held in Trust Account | ||
Level 3 [Member] | ||
December 31, 2023 – Assets | ||
Investments held in Trust Account |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | Mar. 21, 2024 | Mar. 08, 2024 | Jan. 07, 2024 | Feb. 05, 2024 | Jan. 25, 2024 |
Subsequent Events [Line Items] | |||||
Total service charge | $ 400,000 | ||||
First installment service charge | 125,000 | ||||
Remaining balance amount | $ 275,000 | ||||
GE Vernova [Member] | |||||
Subsequent Events [Line Items] | |||||
Interest percentage | 50% | ||||
Maximum [Member] | |||||
Subsequent Events [Line Items] | |||||
Aggregate Transaction Proceeds | $ 85,000,000 | ||||
Minimum [Member] | |||||
Subsequent Events [Line Items] | |||||
Aggregate Transaction Proceeds | $ 50,000,000 | ||||
Class A Common Stock [Member] | |||||
Subsequent Events [Line Items] | |||||
Conversion shares (in Shares) | 1,176,471 | ||||
Selling shares (in Shares) | 588,235 | ||||
Aggregate purchase price | $ 5,000,000 | ||||
Additional shares (in Shares) | 840,336 |