Montana Technologies (AIRJ) 10-Q/A 22 Aug 24 2024 Q1 Quarterly report (amended) Financial data

Cover

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

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current assets
Cash	$ 27,417,369	$ 375,796
Prepaid expenses and other assets	486,338	126,971
Total current assets	27,903,707	502,767
Operating lease right-of-use asset	170,117	49,536
Property and equipment, net	2,747	3,832
Investment in AirJoule LLC	343,473,618
Total assets	371,550,189	556,135
Current liabilities
Accounts payable	431,000	2,518,763
Accrued transaction fees	3,077,107	3,644,100
Other accrued expenses	6,715,959	244,440
Operating lease liability, current	22,981	22,237
Total current liabilities	11,687,047	6,429,540
Earnout Shares liability	61,393,000
True Up Shares liability	286,000
Subject Vesting Shares liability	14,217,000
Operating lease liability, non-current	147,858	27,299
Deferred tax liability	85,725,163
Total liabilities	173,456,068	6,456,839
Stockholders’ equity (deficit)
Preferred stock, $0.0001 par value; 25,000,000 authorized shares and 0 shares issued and outstanding as of March 31, 2024 and December 31, 2023
Subscription receivable	(6,000,000)
Additional paid-in capital	39,701,547	11,263,647
Retained earnings (Accumulated deficit)	164,387,191	(17,168,101)
Total stockholders’ equity (deficit)	198,094,121	(5,900,704)
Total liabilities and stockholders’ equity (deficit)	371,550,189	556,135
Related Party
Current liabilities
Due to related parties	1,440,000
Class A Common stock
Stockholders’ equity (deficit)
Common stock value	4,907	3,274
Class B Common stock
Stockholders’ equity (deficit)
Common stock value	$ 476	$ 476

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Preferred stock, shares authorized	25,000,000	25,000,000
Preferred stock, shares outstanding	0	0
Preferred stock, shares issued	0	0
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Class A Common stock
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	600,000,000	600,000,000
Common stock, shares issued	49,063,770	32,731,583
Common stock, shares outstanding	49,063,770	32,731,583
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	4,759,642	4,759,642
Common stock, shares outstanding	4,759,642	4,759,642

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Costs and expenses:
General and administrative	$ 813,239	$ 218,175
Research and development	846,157	604,944
Sales and marketing	37,725	10,423
Transaction costs incurred in connection with business combination	54,693,103
Depreciation and amortization	1,085	1,085
Loss from operations	(56,391,309)	(834,627)
Other income, net:
Interest income	26,146
Gain on contribution to AirJoule, LLC	333,500,000
Equity loss from investment in AirJoule, LLC	(26,382)
Change in fair value of Earnout Shares liability	(7,672,000)
Change in fair value of True Up Shares liability	269,000
Change in fair value of Subject Vesting Shares	(2,425,000)
Total other income, net	323,671,764
Income (Loss) before income taxes	267,280,455	(834,627)
Income tax expense	(85,725,163)
Net income (loss)	$ 181,555,292	$ (834,627)
Class A Common Stock
Other income, net:
Weighted average common stock outstanding, basic (in Shares)	37,155,326	32,599,213
Basic net income (loss), common stock (in Dollars per share)	$ 4.33	$ (0.02)
Weighted average common stock outstanding, diluted (in Shares)	38,631,753	32,599,213
Diluted net income (loss), common stock (in Dollars per share)	$ 4.18	$ (0.02)
Class B Common Stock
Other income, net:
Weighted average common stock outstanding, basic (in Shares)	4,759,642	4,759,642
Basic net income (loss), common stock (in Dollars per share)	$ 4.33	$ (0.02)
Weighted average common stock outstanding, diluted (in Shares)	4,759,642	4,759,642
Diluted net income (loss), common stock (in Dollars per share)	$ 4.18	$ (0.02)

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes in Members’ and Stockholders’ Equity (Deficit) (Unaudited) - USD ($)	Members’ Contribution	Preferred Units	Common Stock Class A	Common Stock Class B	Subscription Receivable	Additional Paid-In Capital	Retained Earnings (Accumulated Deficit)	Total
Balance at Dec. 31, 2022	$ 2,047,872	$ 8,902,226					$ (5,788,985)	$ 5,161,113
Balance (in Shares) at Dec. 31, 2022
Retroactive application of recapitalization	(2,047,872)	(8,902,226)	$ 3,255	$ 476		10,946,367
Retroactive application of recapitalization (in Shares)			32,547,718	4,759,642
Balance at Jan. 01, 2023			$ 3,255	$ 476		10,946,367	(5,788,985)	5,161,113
Balance (in Shares) at Jan. 01, 2023			32,547,718	4,759,642
Balance at Dec. 31, 2022	2,047,872	8,902,226					(5,788,985)	5,161,113
Balance (in Shares) at Dec. 31, 2022
Issuance of common stock			$ 11			255,850		255,861
Issuance of common stock (in Shares)			105,331
Net income, (Loss) as restated								(834,627)
Balance at Mar. 31, 2023			$ 3,266	$ 476		11,202,217	(6,623,612)	4,582,347
Balance (in Shares) at Mar. 31, 2023			32,653,049	4,759,642
Balance at Dec. 31, 2022	2,047,872	8,902,226					(5,788,985)	5,161,113
Balance (in Shares) at Dec. 31, 2022
Net income, (Loss) as restated							(834,627)	(834,627)
Balance at Dec. 31, 2023	2,109,310	9,158,087					(17,168,101)	(5,900,704)
Balance (in Shares) at Dec. 31, 2023
Retroactive application of recapitalization	(2,109,310)	(9,158,087)	$ 3,274	$ 476		11,263,647
Retroactive application of recapitalization (in Shares)			32,731,583	4,759,642
Balance at Jan. 01, 2024			$ 3,274	$ 476		11,263,647	(17,168,101)	(5,900,704)
Balance (in Shares) at Jan. 01, 2024			32,731,583	4,759,642
Balance at Dec. 31, 2023	2,109,310	9,158,087					(17,168,101)	(5,900,704)
Balance (in Shares) at Dec. 31, 2023
Issuance of common stock			$ 581		(6,000,000)	49,364,419		$ 43,365,000
Issuance of common stock (in Shares)			5,807,647					5,807,647
Exercise of warrants			$ 38			45,722		$ 45,760
Exercise of warrants (in Shares)			380,771
Exercise of options			$ 214			56,036		56,250
Exercise of options (in Shares)			2,141,839
Reverse capitalization, net of transaction costs			$ 800			(21,028,277)		(21,027,477)
Reverse capitalization, net of transaction costs (in Shares)			8,001,930
Net income, (Loss) as restated							181,555,292	181,555,292
Balance at Mar. 31, 2024			$ 4,907	$ 476	$ (6,000,000)	$ 39,701,547	$ 164,387,191	$ 198,094,121
Balance (in Shares) at Mar. 31, 2024			49,063,770	4,759,642

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash Flows from Operating Activities
Net income/(loss)	$ 181,555,292	$ (834,627)
Adjustment to reconcile net income (loss) to cash used in operating activities
Depreciation and amortization	1,085	1,085
Deferred tax expense	85,725,163
Amortization of operating lease right-of-use assets	52,068	5,211
Change in fair value of Earnout Shares liability	7,672,000
Change in fair value of True Up Shares liability	(269,000)
Change in fair value of Subject Vesting Shares liability	2,425,000
Gain on contribution to AirJoule, LLC	(333,500,000)
Equity loss from investment in AirJoule, LLC	26,382
Non-cash transaction costs in connection with business combination	53,721,000
Changes in operating assets and liabilities:
Prepaid expenses and other assets	15,010	12,576
Operating lease liabilities	(51,346)	(5,211)
Accounts payable	(2,675,093)	40,279
Accrued expenses, accrued transaction costs and other liabilities	(1,122,998)	(22,948)
Net cash used in operating activities	(6,425,437)	(803,635)
Cash Flows from Investing Activities
Investment in AirJoule, LLC	(10,000,000)
Net cash used in investing activities	(10,000,000)
Cash Flows from Financing Activities
Proceeds from the exercise of warrants	45,760
Proceeds from the exercise of options	56,250
Proceeds from the issuance of common stock	43,365,000	255,861
Net cash provided by financing activities	43,467,010	255,861
Net increase (decrease) in cash	27,041,573	(547,774)
Cash, beginning of period	375,796	5,211,486
Cash, end of the period	27,417,369	4,663,712
Supplemental Non-Cash investing and financing activities:
Initial recognition of True Up Shares liability	555,000
Initial recognition of Subject Vesting Shares liability	11,792,000
Initial recognition of ROU asset and operating lease liability	172,649
Liabilities combined in recapitalization, net	8,680,477
Contribution to AirJoule, LLC of license to technology	333,500,000
Supplemental Cash flow information:
Taxes paid

Organization and Business Opera

Organization and Business Operations	3 Months Ended
	Mar. 31, 2024
Organization and Business Operations [Abstract]
ORGANIZATION AND BUSINESS OPERATIONS	Note 1 — ORGANIZATION AND BUSINESS OPERATIONS Montana Technologies Corporation (the “Company”) was established to pursue the development and expected commercialization of various technological innovations and may engage in any activity or purpose permitted for a corporation organized in Delaware. The Company has created a transformational technology that provides significant energy efficiency gains in air conditioning and comfort cooling applications, as well as a potential source of potable water, all through its proprietary “AirJoule®” units. Power & Digital Infrastructure Acquisition II Corp (“XPDB”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated June 5, 2023, as amended on February 5, 2024, with XPDB Merger Sub, LLC, a direct wholly-owned subsidiary of XPDB (“Merger Sub”), and Montana Technologies LLC (“Legacy Montana”). On March 14, 2024, pursuant to the Merger Agreement, Merger Sub was merged with and into Legacy Montana, with the Legacy Montana surviving the merger as a wholly-owned subsidiary of XPDB (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”). In connection with closing the Business Combination (the “Closing”), XPDB changed its name from “Power & Digital Infrastructure Acquisition II Corp.” to “Montana Technologies Corporation.” Prior to the Business Combination, all of the outstanding preferred units of Legacy Montana were converted into Class B common units. As a result of the Business Combination, (i) each issued and outstanding Class B common unit and Class C common unit of Legacy Montana was converted into the right to receive approximately 23.8 shares of newly issued shares of Class A common stock of Montana Technologies Corporation, (ii) each issued and outstanding class A common unit of Legacy Montana converted into the right to receive approximately 23.8 shares of newly issued shares of Class B common stock of Montana Technologies Corporation and (iii) each option to purchase common units of Legacy Montana converted into the right to receive an option to purchase Class A common stock of Montana Technologies Corporation having substantially similar terms to the corresponding option, including with respect to vesting and termination-related provisions, except that such options represented the right to receive a number of shares of Class A common stock equal to the number of common units subject to the corresponding option immediately prior to the Closing multiplied by approximately 23.8. The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. generally accepted accounting principles (“GAAP”). Under this method of accounting, although XPDB acquired the outstanding equity interest in Legacy Montana in the Business Combination, XPDB is treated as the “acquired company” and Legacy Montana was treated as the accounting acquirer for financial statement purposes. Accordingly, the Business Combination was treated as the equivalent of Legacy Montana issuing stock for the net assets of XPDB, accompanied by a recapitalization. Furthermore, the historical financial statements of Legacy Montana became the historical financial statements of the Company upon the consummation of the merger. As a result, the condensed consolidated financial statements reflect (i) the historical operating results of Legacy Montana prior to the Business Combination; (ii) the combined results of XPDB and Legacy Montana following the Closing; (iii) the assets and liabilities of Legacy Montana at their historical cost and (iv) Legacy Montana’s equity structure for all periods presented, as affected by the recapitalization presentation after completion of the Business Combination. See Note 5 – Recapitalization (As Restated) In connection with the Business Combination, XPDB entered into a subscription agreement (the “Subscription Agreement”) with Rice Investment Group (the “PIPE Investor”), pursuant to which, among other things, the PIPE Investor agreed to subscribe for and purchase from XPDB, and XPDB agreed to issue and sell to the PIPE Investor, an aggregate of 588,235 newly issued shares of Class A common stock (the “Committed Shares”) on the terms and subject to the conditions set forth therein. On March 14, 2024, in connection with the Closing, the Company consummated the issuance and sale of the Committed Shares to the PIPE Investor. After giving effect to the Business Combination, the redemption of Class A common stock in connection with the Special Meeting held on March 8, 2024 by XPDB ( the “Special Meeting”) and the consummation of the issuance and sale of the Committed Shares, there were 53,823,412 shares of Montana Technologies Corporation Common Stock issued and outstanding, consisting of 49,063,770 shares of Class A common stock and 4,759,642 shares of Class B common stock issued and outstanding. Of those shares, 45,821,456 were issued to holders of Legacy Montana’s equity securities in respect of such equity securities, representing approximately 85.5% of the Montana Technologies Corporation’s voting power at the Closing. On January 25, 2024, the Company entered into a joint venture formation framework agreement with GE Ventures LLC, a Delaware limited liability company and, solely for the purposes specified therein, GE Vernova LLC, a Delaware limited liability company, pursuant to which the Company and GE Vernova 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 the Company and GE Vernova will each hold a 50% interest. The joint venture transaction closed on March 4, 2024. AirJoule, LLC, the entity formed under this agreement is included under the equity method of accounting within these financial statements (See Note 6 – Equity Method Investment (As Restated)

Restatement of Previously Issue

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

Liquidity And Capital Resources

Liquidity And Capital Resources (as Restated)	3 Months Ended
	Mar. 31, 2024
Liquidity And Capital Resources (as Restated) [Abstract]
LIQUIDITY AND CAPITAL RESOURCES (As Restated)	Note 3 — LIQUIDITY AND CAPITAL RESOURCES (AS RESTATED) The Company’s primary sources of liquidity have been cash from contributions from founders or other investors. The Company had retained earnings of $164.4 million as of March 31, 2024. As of March 31, 2024, the Company had $16.2 million of working capital including $27.4 million in cash. The Company assesses its liquidity in terms of its ability to generate adequate amounts of cash to meet current and future needs. Its expected primary uses of cash on a short and long-term basis are for working capital requirements, capital expenditures, capital contributions to its joint ventures and other general corporate services. The Company’s primary working capital requirements are for project execution activities including purchases of materials, services and payroll which fluctuate during the year, driven primarily by the timing and extent of activities required on new and existing projects. The Company’s management expects that future operating losses and negative operating cash flows may increase from historical levels because of additional costs and expenses related to the development of its technology and the development of market and strategic relationships with other businesses and customers. With the consummation of the Business Combination and Subscription Agreements (as described above and in Note 5 – Recapitalization (As Restated) Our future capital requirements will depend on many factors, including, the timing and extent of spending by the Company and its joint ventures to support the launch of its product and research and development efforts, the degree to which it is successful in launching new business initiatives and the cost associated with these initiatives, the timing and extent of contributions made to its joint ventures by the other partners and the growth of our business generally. Pursuant to the A&R Joint Venture Agreement, the Company contributed $10 million in cash to the AirJoule JV at the JV Closing (the “Closing Contribution”). The Company has also agreed to contribute up to an additional $90 million in capital contributions to the AirJoule JV following the JV Closing based on a business plan and annual operating budgets to be agreed between the Company and GE Vernova. In general, for the first six years, GE Vernova has the right, but not the obligation, to make capital contributions to the AirJoule JV. See Note 6 – Equity Method Investment (As Restated)

Summary of Significant Accounti

Summary of Significant Accounting Policies (as Restated)	3 Months Ended
	Mar. 31, 2024
Summary of Significant Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (AS RESTATED)	Note 4 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (AS RESTATED) Basis of Presentation and principles of Consolidation The accompanying condensed consolidated financial statements have been prepared in accordance with GAAP, expressed in U.S. dollars. The accompanying condensed consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of the Company’s management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with GAAP. References to GAAP issued by the Financial Accounting Standards Board (“FASB”) in these accompanying notes to the financial statements are to the FASB Accounting Standards Codification (“ASC”). The condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company owns a noncontrolling interest (50%) in an unconsolidated joint venture, AirJoule JV. The investment in the Company’s unconsolidated affiliate is accounted for using the equity method with the Company’s proportionate share of income or loss recognized within equity in net income of unconsolidated affiliate (“equity income”) in its consolidated statements of earnings. See further discussion of the Company’s unconsolidated affiliate in Note 6 – Equity Method Investment (As Restated) Use of Estimates The preparation of consolidated 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 disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Some of the more significant estimates include estimates of amortization and depreciation, fair values of Subject Vesting Shares and Earnout Shares liability (as such terms are defined in Note 5 — Recapitalization (As Restated) Cash and Concentration of Credit Risk The Company considers all highly liquid investments with a maturity of 90 days or less at the time of purchase to be cash equivalents. The carrying values of cash and cash equivalents approximate their fair values due to the short-term nature of these instruments. As of March 31, 2024 and December 31, 2023, there were no Business Combinations The Company evaluates whether acquired net assets should be accounted for as a business combination or an asset acquisition by first applying a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If so, the transaction is accounted for as an asset acquisition. If not, the Company applies its judgement to determine whether the acquired net assets meet the definition of a business by considering if the set includes an acquired input, process, and the ability to create outputs. The Company accounts for business combinations using the acquisition method when it has obtained control. The Company measures goodwill as the fair value of the consideration transferred, including the fair value of any non-controlling interest recognized, less the net recognized amount of the identifiable assets acquired and liabilities combined, all measured at their fair value as of the acquisition date. Transaction costs, other than those associated with the issuance of debt or equity securities, that the Company incurs in connection with a business combination are expensed as incurred. Any contingent consideration is measured at fair value at the acquisition date. For contingent consideration that does not meet all the criteria for equity classification, such contingent consideration is required to be recorded at its initial fair value at the acquisition date, and on each balance sheet date thereafter. Changes in the estimated fair value of liability-classified contingent consideration are recognized on the consolidated statements of operations in the period of change. Equity Method Investment In accordance with ASC 323, Investments - Equity Method and Joint Ventures, investments in entities over which the Company does not have a controlling financial interest but has significant influence are accounted for using the equity method, with the Company’s share of earnings or losses reported in earnings or losses from equity method investments on the statements of operations. Under the equity method, the Company’s investments are initially measured and recognized using the cost accumulation model following the guidance in ASC 805-50-30. After initial recognition, the consolidated financial statements include the Company’s share of undistributed earnings or losses, and impairment, if any, until the date on which significant influence ceases. The Company’s equity method investments are assessed for impairment whenever changes in the facts and circumstances indicate a loss in value may have occurred. When a loss is deemed to have occurred and is other than temporary, the carrying value of the equity method investment is written down to fair value. In evaluating whether a loss is other than temporary, the Company considers the length of time for which the conditions have existed and its intent and ability to hold the investment. Property and Equipment Property and equipment is carried at cost less accumulated depreciation and includes expenditures that substantially increase the useful lives of existing property and equipment. Maintenance, repairs and minor renovations are charged to expense as incurred. When property and equipment is retired or otherwise disposed of, the related costs and accumulated depreciation are removed from their respective accounts, and any difference between the sale proceeds and the carrying amount of the asset is recognized as a gain or loss on disposal in the statements of income. Depreciation is computed using the straight-line method over the estimated useful lives of the various classes of depreciable assets. The lives used in computing depreciation for significant asset classes are as follow: Estimated Machinery and Equipment 3 years Vehicles 3 years The estimated useful lives and depreciation methods are reviewed at each year-end, with the effect of any changes in estimates accounted for prospectively. All depreciation expenses are included with depreciation and amortization in the condensed consolidated statements of operations. Leases The Company determines if an arrangement is a lease at inception. Operating lease right-of-use asset (“ROU asset”) and short-term and long-term lease liability are included on the face of the condensed consolidated balance sheets. ROU asset represents the right to use an underlying asset for the lease term and lease liability represents the Company’s obligation to make lease payments arising from the lease. An operating lease ROU asset and liability are recognized at the commencement date based on the present value of lease payments over the lease term. As typically the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date over the respective lease term in determining the present value of lease payments. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. For lease agreements with terms less than 12 months, the Company has elected the short-term lease measurement and recognition exemption, and it recognizes such lease payments on a straight-line basis over the lease term. Warrants The Company determines the accounting classification of warrants it issues as either liability or equity classified by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (“ASC 480”), then in accordance with ASC 815-40 (“ASC 815”), Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock. In order for a warrant to be classified in stockholders’ deficit, the warrant must be (i) indexed to the Company’s equity and (ii) meet the conditions for equity classification. If a warrant does not meet the conditions for stockholders’ deficit classification, it is carried on the condensed consolidated balance sheets as a warrant liability measured at fair value, with subsequent changes in the fair value of the warrant recorded in other non-operating losses (gains) in the consolidated statements of operations. If a warrant meets both conditions for equity classification, the warrant is initially recorded, at its relative fair value on the date of issuance, in stockholders’ deficit in the condensed consolidated balance sheets, and the amount initially recorded is not subsequently remeasured at fair value. Income Taxes Prior to the Business Combination on March 14, 2024, the Company was a limited liability company (“LLC”) and treated as a partnership for income tax purpose. As a Partnership, the Company was not directly liable for federal income taxes. As of the date of the Business Combination, the operations of the Company ceased to be taxed as a partnership resulting in a change in tax status for federal and state income tax purposes. The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that is included in the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. During the three months ended March 31, 2024, as a result of our contribution to AirJoule, LLC of a perpetual license to our intellectual property, measured at fair value resulting in a book gain, a temporary difference between book and tax arose. The temporary difference resulted in the recognition of a deferred tax expenses and deferred tax liabilities of approximately $87.8 million. This expense was partially offset by the recognition of deferred tax assets in connection with the Company now being a corporation through the Business Combination. ASC 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. Management has evaluated the Company’s tax positions, including its previous status as a pass-through entity for federal and state tax purposes, and has determined that the Company has taken no uncertain tax positions that require adjustment to the condensed consolidated financial statements. The Company’s reserve related to uncertain tax positions was zero as of March 31, 2024 and December 31, 2023. There were no Research and Development Cost The Company accounts for research and development cost (“R&D”) in accordance with FASB ASC Topic 730, “Research and Development.” R&D represents costs incurred in performing research aimed at the discovery of new knowledge and the advancement of techniques to bring significant improvements to products and processes. Costs incurred in developing a product include consulting, engineering, construction and costs incurred to build prototypes. Fair Value of Financial Instruments Fair value is the price that would be received to sell an asset, or the amount paid to transfer a liability in an orderly transaction between market participants at the measurement date. There is a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The Company classifies fair value balances based on the observability of those inputs. The three levels of the fair value hierarchy are as follows: Level 1 — Inputs based on unadjusted quoted market prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar instruments in markets that are not active or for which all significant inputs are observable or can be corroborated by observable market data. Level 3 — Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are both unobservable for the asset and liability in the market and significant to the overall fair value measurement. 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. The Company establishes the fair value of its assets and liabilities using the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and establishes a fair value hierarchy based on the inputs used to measure fair value. The recorded amounts of certain financial instruments, including accounts payable, accrued expenses, and other current liabilities approximate fair value due to their relatively short maturities. See Note 6 – Equity Method Investment (As Restated) Fair Value Measurements Earnout Shares Liability In connection with the reverse recapitalization and pursuant to the Business Combination Agreement, eligible former Legacy Montana Equityholders are entitled to receive additional shares of Common Stock upon the Company achieving certain Earnout Milestones (as described in the Merger Agreement) (the “Earnout Shares”). The settlement of the Earnout Shares to the holders of Legacy Montana common units contains variations in something other than the fair value of the issuer’s equity shares. As such, management determined that they should be classified as a liability and recognized at fair value at each reporting period with changes in fair value included in earnings. We estimated fair value of the Earnout Shares with a Monte Carlo simulation using a distribution of potential outcomes for expected earnings before interest, taxes, depreciation and amortization (“EBITDA”) and stock price at expected commission dates, utilizing a correlation coefficient for EBITDA and stock price, and assuming $50 million of Annualized EBITDA per production line, with six production lines commissioned over a five-year period. EBITDA was discounted to the valuation date with a weighted average cost of capital estimate and forecasted to each estimated commission date. Earnout mechanics at each estimated commission date were assessed, and if the Earnout Thresholds were achieved, the future value of the Earnout Shares was discounted to the valuation date utilizing a risk-free rate commensurate with the overall term. The commission dates used reflected management’s best estimates regarding the time to complete full construction and operational viability of a production line, including all permitting, regulatory approvals and necessary or useful inspections. The Earnout term of 5 years and the Earnout mechanics represent contractual inputs. The contingent Earnout Shares liability involves certain assumptions requiring significant judgment and actual results may differ from assumed and estimated amounts. The Company determined the Earnout Shares associated with employees are accounted for as compensation expense under FASB ASC Topic 718, Share-based Compensation (“ASC 718”). See “ Share-Based Compensation Derivative Financial Instruments and Other Financial Instruments Carried at Fair Value 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 the True Up Shares issued in connection with the Subscription Agreement and the Subject Vesting Shares issued in connection with the Business Combination, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, Derivatives and Hedging (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. The True Up Shares issued under the Subscription Agreement do not qualify as equity under ASC 815-40; therefore, the Class A common stock (the “True Up Shares”) is required to be classified as a liability and measured at fair value with subsequent changes in fair value recorded in earnings. Changes in the estimated fair value of the derivative liability are recognized as a non-cash gain or loss on the condensed consolidated statements of operations. The fair value of the derivative liability is discussed in Note 11 Fair Value Measurements The Subject Vesting Shares liability was an assumed liability of XPDB in the Merger as described in Note 5 – Recapitalization (As Restated) Fair Value Measurements Share-Based Compensation The Company accounts for share-based compensation arrangements granted to employees in accordance with ASC 718 by measuring the grant date fair value of the award and recognizing the resulting expense over the period during which the employee is required to perform service in exchange for the award. Equity-based compensation expense is only recognized for awards subject to performance conditions if it is probable that the performance condition will be achieved. The Company accounts for forfeitures when they occur. The Company estimates the fair value of stock option awards subject to only a service condition on the date of grant using the Black-Scholes valuation model. The Black-Scholes model requires the use of highly subjective and complex assumptions, including the option’s expected term, price volatility of the underlying stock, risk-free interest rate and the expected dividend yield of the underlying common stock, as well as an estimate of the fair value of the common stock underlying the award. The Company estimates the fair value of Earnout Shares awards to employees, which is considered a compensatory award and accounted for under ASC 718, using the Monte-Carlo simulation model . Net Income (Loss) Per Share Basic net income (loss) per share is computed by dividing the net income (loss), which is allocated based upon the proportionate amount of weighted average shares outstanding, by each class of stockholder’s stock outstanding during the period. Diluted income (loss) per share is computed by giving effect to all potential shares of common stock, including warrants, stock options, and Earnout Shares, to the extent dilutive. For the three months ended March 31, 2024, dilutive shares included in the calculation or net income per share of common stock, utilizing the treasury stock method, were: 167,402 shares of common stock issuable upon the exercise of warrants and 1,309,025 shares of common stock issuable upon the exercise of stock options. For the three months ended March 31, 2024, Subject Vesting Shares, True Up Shares and Earnout Shares were not included in the calculation of dilutive net income per share as their conditions were not deemed satisfied for issuance as of March 31, 2024. For the three months ended March 31, 2023 warrants and stock options were not included in the calculation of dilutive net loss per share as their effect would have been anti-dilutive. The net income (loss) per share presented in the condensed consolidated statements of operations is based on the following for the three months ended March 31, 2024 and 2023: For the three months ended March 31, 2024 2023 Class A Class B Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net income (loss) - basic $ 160,938,834 $ 20,616,458 $ (728,293 ) $ (106,334 ) Allocation of net income (loss) - diluted $ 161,640,325 $ 19,914,967 $ (728,293 ) $ (106,334 ) Denominator: Basic weighted average shares outstanding 37,155,326 4,759,642 32,599,213 4,759,642 Diluted weighted average shares outstanding 38,631,753 4,759,642 32,599,213 4,759,642 Basic net income (loss) per ordinary share $ 4.33 $ 4.33 $ (0.02 ) $ (0.02 ) Diluted net income (loss) per ordinary share $ 4.18 $ 4.18 $ (0.02 ) $ (0.02 ) New Accounting Pronouncements Recently Adopted Accounting Standards In June 2016, the FASB issued ASU 2016-13, “Financial Instruments — Credit Losses” (Topic 326), which requires that an entity measure and recognize expected credit losses for financial assets held at amortized cost and replaces the incurred loss impairment methodology in current GAAP with a methodology that requires consideration of a broader range of information to estimate credit losses. The guidance also modifies the impairment model for available-for-sale debt securities. ASU 2016-13 is effective for the Company’s fiscal year beginning January 1, 2023. The Company has adopted ASU 2016-13 as of January 2023 with no material impacts on the financial statements as a result. Recently Issued Accounting Standards The Company is an emerging growth company, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions,” which clarifies that contractual sale restrictions are not considered in measuring fair value of equity securities and requires additional disclosures for equity securities subject to contractual sale restrictions. The standard is effective for the Company for fiscal years beginning after December 15, 2024. The adoption of this standard is not expected to have a material impact on the Company’s condensed consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The standard will be effective for the Company for fiscal years beginning after December 15, 2025. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its condensed consolidated financial statements and disclosures.

Recapitalization (As Restated)

Recapitalization (As Restated)	3 Months Ended
	Mar. 31, 2024
Recapitalization (As Restated) [Abstract]
RECAPITALIZATION (AS RESTATED)	Note 5 — RECAPITALIZATION (AS RESTATED) On June 5, 2023, XPDB and Merger Sub entered into the Merger Agreement with Legacy Montana. On March 14, 2024, pursuant to the Merger Agreement, Merger Sub merged with and into Legacy Montana, with Legacy Montana surviving the Merger as a wholly owned subsidiary of XPDB. As part of the Business Combination, Legacy Montana Equityholders received consideration (“Merger Consideration”). After giving effect to the conversion of all outstanding Legacy Montana preferred units into Legacy Montana Class B common units, which occurred prior to the effective time of the Merger, the Merger Consideration was paid (i) in the case of holders of Legacy Montana Class B common units and Legacy Montana Class C common units, in the form of newly issued shares of Class A common stock, with a $10.00 value ascribed to each such share and which entitles the holder thereof to one vote per share on all matters submitted to a vote of the holders of Class A common stock, whether voting separately as a class or otherwise, (ii) in the case of holders of Legacy Montana Class A common units, in the form of newly issued shares of Class B common stock, with a $10.00 value ascribed to each such share and which entitles the holder thereof to a number of votes per share such that the Legacy Montana Equityholders as of immediately prior to the Closing, immediately following the Closing, collectively owned shares representing at least 80% of the voting power of all classes of capital stock of the Post-Combination Company entitled to vote on matters submitted to a vote of the stockholders of the Post-Combination Company, and (iii) in the case of holders of Legacy Montana options, each outstanding Legacy Montana option, whether vested or unvested, were converted into an option to purchase, upon the same terms and conditions as are in effect with respect to the corresponding Legacy Montana option immediately prior to the Closing, including with respect to vesting and termination-related provisions, a number of shares of Class A common stock (rounded down to the nearest whole share) equal to the product of (x) the number of Legacy Montana common units underlying such option immediately prior to the Closing and (y) the number of shares of Class A common stock issued in respect of each Legacy Montana common unit in the Business Combination pursuant to the Merger Agreement, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per Legacy Montana common unit underlying such option immediately prior to the Closing divided by (B) the number of shares of Class A common stock issued in respect of each Legacy Montana common unit in the Business Combination pursuant to the Merger Agreement. Immediately prior to the Closing, 100% of the total outstanding Legacy Montana Class A common units and 7% of the total outstanding Legacy Montana Class B common units (or an aggregate of approximately 18% of the total outstanding Legacy Montana Class A units and Legacy Montana Class B units) were held by unitholders that continue as directors, officers, employees or contractors of the Post-Combination Company. The retention of certain employees who continues as directors, officers or employees of the Post-Combination Company (whose responsibilities include continued technology development and commercial execution) is integral to the achievement of the milestones that will determine whether Earnout Shares are payable. Legacy Montana does not believe that such targets are achievable absent the continued involvement of such persons. The Post-Closing Company is expected to provide competitive compensation, benefits and equity awards (pursuant to the terms of the Incentive Plan) to these individuals following the Business Combination in order to incentivize these individuals to continue to provide services to the Post-Combination Company. The holders of Legacy Montana equity securities (“Eligible Equityholders”) have the opportunity to receive additional equity consideration (in each case, in accordance with their respective pro rata share) (“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 Legacy Montana’s key components or assemblies based on the terms of the agreement (See Note 11 – Fair Value Measurements Upon the Closing of the Business Combination, and following the conversion of the XPDB Class B common stock to Class A common stock, the sponsor of XPDB beneficially owns 6,827,969 shares of Class A common stock, of which (i) 5,447,233 shares automatically vested (and shall not be subject to forfeiture) at the Closing and (ii) 1,380,736 shares (“Subject Vesting Shares”) shall be vested and no longer be subject to forfeiture as follows: 1. During the Vesting Period, a portion of the Subject Vesting Shares shall vest, from time to time, simultaneously with any Earnout Stock Payment, with the number of vesting shares calculated as (A) the aggregate number of Subject Vesting Shares outstanding immediately after the Closing multiplied by (B) the fraction of (x) the applicable Earnout Milestone Amount divided by (y) the Maximum Earnout Milestone Amount; and 2. (A) 690,368 shall vest at such time that the volume weighted average price of Class A common stock on the Nasdaq as reported by Bloomberg L.P. equals or exceeds $12.00 per share (as adjusted for extraordinary transactions, stock splits, extraordinary stock dividends, reorganizations, recapitalizations and the like) for 20 trading days within any 30 consecutive trading day period during the vesting period; or (B) if, prior to the $12.00 vesting time, any Subject Vesting Shares have vested simultaneously with any Earnout Stock Payment, then (x) if the number of Subject Vesting Shares that have vested exceeds 690,368, then no additional Subject Vesting Shares shall vest and (y) if the number of Subject Vesting Shares that have vested is less than 690,368 (the “Deficit Amount”), then a number of Subject Vesting Shares equal to 690,368 less the Deficit Amount shall vest; and 3. Any remaining Subject Vesting Shares shall vest in full at the same time that the volume weighted average price of Class A common stock on the Nasdaq as reported by Bloomberg L.P. equals or exceeds $14.00 per share (as adjusted for extraordinary transactions, stock splits, extraordinary stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 consecutive trading day period. On March 8, 2024, XPDB and the PIPE investor entered into the Subscription Agreement pursuant to which XPDB agreed to sell 588,235 shares of Class A common stock to the PIPE investors for an aggregate purchase price of approximately $5.0 million, contingent on the Closing of the Business Combination. The Subscription Agreement provides that, subject to certain conditions set forth therein, the Company may be required to issue to PIPE investors up to an additional 840,336 shares of Class A common stock (“True Up Shares”) if the trading price of the Class A common stock falls below the per share purchase price within one year of the Closing of the Business Combination. The True Up Shares are considered a variable-share obligation under ASC 480-10-25-14, and as a result were accounted for as a liability recognized at fair value at each reporting period with changes in fair value included in earnings. See Note 11 – Fair Value Measurements. As discussed in Note 1 - Organization and Business Operations Legacy Montana was determined to be the accounting acquirer based on evaluation of the following facts and circumstances: ● Following Closing, the Legacy Montana Equityholders had the greatest voting interest in the Post-Combination Company; ● The Post-Combination Company Board immediately after Closing had six members, and Legacy Montana nominated the majority of the members of the Post-Combination Company Board at Closing; ● The ongoing operations of the Post-Combination Company was comprised of Legacy Montana operations; ● Legacy Montana’s existing senior management became the senior management of the Post-Combination Company; and ● The intended strategy and operations of the Post-Combination Company continued Legacy Montana’s prior strategy and operations. Transaction Proceeds Upon closing of the Business Combination, the Company received gross proceeds of $7.5 million as a result of the Business Combination inclusive of $5.0 million from the PIPE investment, offset by total transaction costs and other fees totaling of $7.5 million. The following table reconciles the elements of the Business Combination to the condensed consolidated statements of cash flows and the condensed consolidated statement of changes in stockholders’ deficit for the three months ended March 31, 2024: Cash-trust and cash, net of redemptions $ 2,455,361 Add: Proceeds from PIPE investment 4,999,998 Less: transaction costs and advisory fees, paid (7,455,359 ) Net proceeds from the Business Combination - Less: Subject Vesting Shares liability (11,792,000 ) Less: True Up Shares liability (555,000 ) Less: accounts payable and accrued liabilities combined (9,054,854 ) Add: other, net 374,377 Reverse recapitalization, net $ (21,027,477 ) The number of shares of Common Stock issued immediately following the consummation of the Business Combination were: XPDB Class A common stock, outstanding prior to the Business Combination 10,608,178 Less: Redemption of XPDB Class A common stock (10,381,983 ) Class A common stock of XPDB 226,195 XPDB Class B common stock, outstanding prior to the Business Combination 7,187,500 PIPE subscription 588,235 Business Combination Class A common stock 8,001,930 Legacy Montana Shares 45,821,482 Class A and B Common Stock immediately after the Business Combination 53,823,412 The number of Legacy Montana shares was determined as follows: Legacy Montana’s Class A Common Stock 1,725,418 41,061,840 Class A Common Stock 200,000 4,759,642 Transaction Costs During the three months ended March 31, 2024, based on the net proceeds received, the Company expensed $54.7 million for transaction costs incurred in connection with the business combination, inclusive of the recognition of the earnout shares liability of $53.7 million, because the transaction costs exceeded the proceeds received in the business combination. See Note 11 – Fair Value Measurements Public and private placement warrants The 14,375,000 Public Warrants issued at the time of XPDB’s initial public offering, and 11,125,000 warrants issued in connection with private placement at the time of XPDB’s initial public offering (the “Private Placement Warrants”) remained outstanding and became warrants for the Company. Redemption Prior to the closing of the Business Combination, certain XPDB public shareholders exercised their right to redeem certain of their outstanding shares for cash, resulting in the redemption of 10,381,983 shares of XPDB Class A common stock for an aggregate payment of $112,697,086.

Equity Method Investment (as Re

Equity Method Investment (as Restated)	3 Months Ended
	Mar. 31, 2024
As Restated [Member]
Equity Method Investment (as Restated) [Line Items]
EQUITY METHOD INVESTMENT (as restated)	Note 6 — EQUITY METHOD INVESTMENT (AS RESTATED) AirJoule, LLC On January 25, 2024, the Company 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 the Company and GE Vernova 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 the Company 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 the Company’s AirJoule® water capture technology and to manufacture and bring products incorporating the combined technologies to market in the Americas, Africa, and Australia. Upon the closing of the transaction on March 4, 2024, (the “JV Closing”), each party to the agreement entered into (i) an amended and restated limited liability company agreement of the AirJoule JV (the “A&R Joint Venture Agreement”), pursuant to which, among other things, the AirJoule JV has the exclusive right to manufacture and supply products incorporating the combined technologies to leading original equipment manufacturers and customers in the Americas, Africa and Australia, (ii) master services agreements, pursuant to which, among other things, each party to the agreement agree to provide certain agreed services to the AirJoule JV for a period of at least two years following the JV Closing (unless earlier terminated by the parties thereto) and (iii) an intellectual property agreement, pursuant to which, among other things, each of the Company and GE Vernova Parent license certain intellectual property to the AirJoule JV. Pursuant to the A&R Joint Venture Agreement, the Company contributed $10 million in cash to the AirJoule JV at the JV Closing (the “Closing Contribution”). The Company has also agreed to contribute up to an additional $90 million in capital contributions to the AirJoule JV following the JV Closing based on a business plan and annual operating budgets to be agreed between the Company and GE Vernova. In general, for the first six years, GE Vernova has the right, but not the obligation, to make capital contributions to the AirJoule JV. Until GE Vernova elects to participate and contributes its pro-rata share of all past capital contributions and commits to contribute its pro-rata share for all future capital contributions (the “GE Match Date”), the Company shall be solely responsible for funding the AirJoule JV, and the Company shall have a distribution preference under the A&R Joint Venture Agreement for the amount of its post-closing capital contributions plus a 9.50% preferred return on such amounts. The business and affairs of the A&R Joint Venture Agreement shall be managed by a Board of Managers, consisting of two managers (including the chairman) appointed by the Company and two managers appointed by GE Vernova. Following the second anniversary of the JV Closing, if the Board of Managers reach an impasse that cannot be resolved through the process set forth in the A&R Joint Venture Agreement, the A&R Joint Venture Agreement generally provides that the Company may require GE Vernova to sell GE Vernova’s 50% interest to the Company or GE Vernova may require the Company to purchase GE Vernova’s 50% interest, but only, in each case, if the GE Match Date has not yet occurred. The price for GE Vernova’s interest will depend on the fair market value of the interest, as set forth in the A&R Joint Venture Agreement, with a minimum value of approximately $5 million. The A&R Joint Venture Agreement also provides similar call and put rights with respect to GE Vernova’s interest if the GE Match Date does not occur by the sixth anniversary of the JV Closing or if the Company is acquired by a competitor of GE Vernova. In the event that a change in applicable laws or regulations has a material adverse effect on GE Vernova’s interest in the AirJoule JV, or GE Vernova determines that the Company fails to meet certain financial performance benchmarks, GE Vernova may require the Company to purchase GE Vernova’s interest for a total purchase price of $1.00. AirJoule, LLC is a variable interest entity for which the Company has determined there is shared power with GE Vernova and therefore accounts for the VIE under the equity method of accounting. The Company applies the equity method to an investment in common stock of a nonconsolidated entity. In addition to $10.0 million in cash, the Company contributed a perpetual license in its intellectual property with a carrying value of zero in exchange for its investment in AirJoule. In applying the equity method, the Company’s investment was initially recorded at fair value on the consolidated balance sheet. As it relates to the contributed perpetual license, the Company followed the following the guidance in ASC 610-20, Sale or Transfer of Non-financial assets ASC 606, Revenue from Contracts with Customers The Company evaluated whether there was a basis difference between the carrying value and fair value of the Company’s proportionate share of the investee’s underlying net assets. AirJoule, LLC has elected to early adopt ASU 2023-05, Business Combinations – Joint Venture Formations (Subtopic 805-60), and, as a result measured the contributed assets at fair value. AirJoule, LLC was deemed a business as defined in ASC 805 - Business Combinations, and, as such there is a basis difference between the Company’s investment and the amount recorded in member’s capital by the investee, AirJoule, LLC, related to in-process R&D and goodwill which as of March 31, 2024 have indefinite lives. The Company determined the fair value of the IP license by applying the multi-period excess earnings method. The excess earnings valuation method estimates the value of the IP license equal to the present value of the incremental after-tax cash flows attributable to that IP license over its remaining economic life. Some of the more significant assumptions utilized in our asset valuations included projected revenues, probability of commercial success, and the discount rate. The fair value using the excess earnings valuation method was determined using an estimated weighted average cost of capital of 12.5%, which reflects the risks inherent in future cash flow projections and represents a rate of return that a market participant would expect for this asset. This fair value measurement was based on significant inputs not observable in the market and thus represent Level 3 fair value measurement. The Company’s share of the losses reported by AirJoule, LLC are classified as equity loss from investment in AirJoule, LLC. The investment is evaluated for impairment annually and if facts and circumstances indicate that the carrying value may not be recoverable, an impairment charge would be recorded. The following tables set forth certain financial information of AirJoule, LLC as of March 31, 2024 and for the three months ended March 31, 2024: As of Total current assets 10,011,901 Total non-current assets 1,209,054,390 Total assets $ 1,219,066,291 Total liabilities $ 66,054 Equity 1,219,000,237 Total liabilities and equity $ 1,219,066,291 For the Revenue $ - Net loss $ (52,763 )

Accrued Expenses and Other Curr

Accrued Expenses and Other Current Liabilities	3 Months Ended
	Mar. 31, 2024
Accrued Expenses and Other Current Liabilities [Abstract]
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES	Note 7 — ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES The following table summarizes accrued expenses and other current liabilities: March 31, December 31, Accrued royalty (see Note 12) $ 62,500 $ 150,000 Accrued payroll 36,056 22,481 Professional services 6,143,825 58,021 Engineering consulting - 1,700 Business development 129,342 1,425 Accrued other 344,236 10,813 $ 6,715,959 $ 244,440

Leases

Leases	3 Months Ended
	Mar. 31, 2024
Leases [Abstract]
LEASES	Note 8 — LEASES As discussed in Note 9 – Related Party Transactions, the Company had a property lease with a related party which terminated on March 14, 2024. Lease expenses under this lease were $6,000 for the three months ended March 31, 2024 and 2023, and were included in general and administrative costs in the condensed consolidated statements of operations. On March 1, 2024, the Company’s entered into an operating property lease with an initial term of 5 years, with an option to extend for another five-year term which is not reasonably certain to extend. Lease expenses under this lease were $3,198 and $0 for the three months ended March 31, 2024 and 2023, respectively, and was included in general and administrative costs in the condensed consolidated statements of operations. Total cash paid for operating leases was $2,475 per month with a remaining term of 60 months and a discount rate of 4.69%. At March 31, 2024, approximate future minimum rental payments required under the lease agreement are as follows: Operating Remainder of 2024 $ 22,275 2025 36,700 2026 39,370 2027 40,945 2028 42,582 Thereafter 10,714 Total undiscounted lease payments 192,586 Less: effects of discounting (21,747 ) Operating Lease Liability $ 170,839 Classified as: Current lease liabilities $ 22,981 Non-current lease liabilities $ 147,858

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	Note 9 — RELATED PARTY TRANSACTIONS Lease Agreement The Company had a property lease agreement with its Chief Executive Officer as discussed in Note 8 - Leases Consultancy Agreement On January 1, 2019, the Company entered into a consultancy agreement with a company affiliated with the Chief Executive Officer for a monthly payment of $20,000 in exchange for the Chief Executive Officer providing services in connection with the development and sales of Company technologies and products. For the three months ended March 31, 2024 and 2023, $60,000 was accrued for these services and included in general and administrative expenses on the condensed consolidated statement of income. As of March 31, 2024 and March 31, 2023, $10,000 was owing under this agreement and included in accounts payable on the condensed consolidated balance sheets. On May 1, 2024, this consultancy agreement was terminated. Office Services Agreement On October 31, 2020, the Company entered into a consultancy agreement with an affiliate for a monthly payment of $5,000 to provide office services. For the three months ended March 31, 2024 and 2023, $15,000 was accrued for these services and included in research and development expenses on the condensed consolidated statement of income. As of March 31, 2024 and March 31, 2023, $2,500 was owing under this agreement and included in accounts payable on the condensed consolidated balance sheets. Due to related party Commencing on December 9, 2021 through the consummation of the initial Business Combination, XPDB agreed to pay affiliates of the sponsor a total of $20,000 per month for office space, administrative and support services. Upon the close of the Business combination, the Company assumed $540,000 related to this agreement and is reported in due to related parties on the accompanying condensed consolidated balance sheets. In 2023, the sponsor contributed $900,000 to the XPDB trust account in connection with extending the XPDB’s termination date pursuant to the approval of the extension amendment proposal. Upon the close of the Business combination, the Company assumed this balance and is reported in due to related parties on the accompanying condensed consolidated balance sheets. Related Party Equity transactions As described in Note 10 – Stockholders’ Equity (Deficit)

Stockholders_ Equity (Deficit)

Stockholders’ Equity (Deficit)	3 Months Ended
	Mar. 31, 2024
Stockholders’ Equity (Deficit) [Abstract]
STOCKHOLDERS’ EQUITY (DEFICIT)	Note 10 — STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock Class A Common stock Class B Common stock Shares of Class B common stock shall be convertible into shares of Class A common stock on a one-for-one basis (i) at any time and from time to time at the option of the holder thereof or (ii) automatically upon on the earliest to occur of (a) the date that is seven (7) years from the date of the Second Amended and Restated Certificate of Incorporation and (b) the first date on which the permitted Class B owners cease to own, in the aggregate, at least 33.0% of the number of shares of Class B common stock issued and held by the permitted Class B owners immediately following the effective time of the Business Combination (or as to which the permitted Class B owners are entitled to as of such time), in each case, as equitably adjusted to reflect any stock splits, reverse stock splits, stock dividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change or transaction (such date, the “Automatic Conversion Date”), each outstanding share of Class B Common Stock shall automatically, without any further action by the Corporation or any stockholder, convert into one (1) fully paid and nonassessable share of Class A common stock. Following such conversion, the reissuance of all shares of Class B common stock shall be prohibited, and such shares of Class B common stock shall be retired and may not be reissued. Warrants As part of XPDB’s initial public offering (“IPO”), XPDB issued warrants to third-party investors where each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at an exercise price of $11.50 per share (the “Public Warrants”). Simultaneously with the closing of the IPO, XPDB completed the private sale of warrants where each warrant allows the holder to purchase one share of the Company’s Class A common stock at $11.50 per share. At March 31, 2024, there are 14,375,000 Public Warrants and 11,125,000 Private Placement warrants outstanding. The Private Placement Warrants (including the common stock issuable upon exercise of the Private Placement Warrants) was not transferable, assignable or saleable until 30 days after the consummation of the Business Combination (except, among other limited exceptions, to the Company’s officers and directors and other persons or entities affiliated with the XPDB’s sponsor and anchor investors) and they will not be redeemable by the Company. Except as described below, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period. If holders of the Private Placement Warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of shares of the Company’s common stock equal to the quotient obtained by dividing (x) the product of the number of shares of the Company’s common stock underlying the warrants multiplied by the excess of the “10 day average closing price” (defined below) as of the date prior to the date on which notice of exercise is sent or given to the warrant agent, less the warrant exercise price by (y) the 10 day average closing price. The “10 day average closing price” means, as of any date, the average last reported sale price (defined below) of the shares of the Company’s common stock as reported during the 10 trading day period ending on the trading day prior to such date. “Last reported sale price” means the last reported sale price of the Company’s common stock on the date on which the notice of exercise of the warrant is sent to the warrant agent. These warrants expire on the fifth anniversary of the Business Combination or earlier upon redemption or liquidation and are exercisable commencing 30 days after the Business Combination, provided that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the reported last reported sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day prior to the date on which the Company sends the notice of redemption to the warrant holders equals or exceeds $18.00 per share (as adjusted). The Company accounts for the warrants issued in connection with the IPO in accordance with the guidance contained in ASC 815. Such guidance provides that the warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity. Subscription Agreements During the first quarter of 2024, Legacy Montana entered into common unit subscription agreements (the “Subscription Agreements”), with certain investors (the “Investors”), bringing aggregate transaction proceeds expected at closing to over $50,000,000. Pursuant to the Subscription Agreements, and subject to the conditions set forth therein, the Investors agreed to purchase from Legacy Montana, and Legacy Montana agreed to issue and sell to the Investors, an aggregate number of Class B common Units as will convert into an aggregate of 5,807,647 shares of the Montana Technologies Corporation’s Class A common stock upon the closing of the Business Combination between the Company and XPDB resulting in cash proceeds of approximately $40.0 million. As of March 31, 2024, approximately $6.0 million of proceeds have not been received yet and is recorded as a subscription receivable. Equity financing Montana Technologies LLC completed a preferred equity financing during February 2023 with TEP Montana, and issued 4,426 Series B Preferred Units in conjunction with this transaction. Upon close of the Business combination, these shares were converted to 105,331 Class A Common stock of the Company. Exercise of warrants In January, February and March 2024, 14 warrant holders of Legacy Montana exercised their warrants to purchase a total of 380,771 Class A common stock, as converted, for a total purchase price of $45,760. Options On April 5, 2023, Legacy Montana granted 383,151 options, as converted, exercisable for Class A Common stock to key team members of Legacy Montana. The options immediately vested, had an exercise price of $0.49, as converted, a term of seven The Company used the Black-Scholes option pricing model to estimate the fair value of stock options. Fair value is estimated at the date of grant. In January, February and March 2024, 13 option holders exercised their options to purchase a total of 2,141,839 Class A common stock, as converted, for a total purchase price of $56,250. As of March 31, 2024, of the 1,335,080 options that are outstanding, 594,955 options expire on December 7, 2030, 71,395 options expire on March 15, 2031, 285,579 options expire on April 8, 2031 and 383,151 options expire on April 4, 2030.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2024
Fair Value Measurements [Abstract]
FAIR VALUE MEASUREMENTS	Note 11 — FAIR VALUE MEASUREMENTS Items Measured at Fair Value on a Recurring Basis: The Company accounts for certain liabilities at fair value on a recurring basis and classifies these liabilities within the fair value hierarchy (Level 1, Level 2, or Level 3). Liabilities subject to fair value measurements are as follows: As of March 31, 2024 Level 1 Level 2 Level 3 Total Liabilities Earnout Shares liability $ - $ - $ 61,393,000 $ 61,393,000 True Up Shares liability - - 286,000 286,000 Subject Vesting Shares liability - - 14,217,000 14,217,000 Total liabilities $ - $ - $ 75,896,000 $ 75,896,000 Earnout Shares The holders of Legacy Montana equity securities (“Eligible Equityholders”) have the opportunity to receive additional equity consideration (in each case, in accordance with their respective pro rata share) (“Earnout Shares”). The maximum value of the Earnout Shares is capped at $200 million (“Maximum Earnout Milestone Amount”) and the ability to receive Earnout Shares expires on the fifth anniversary of the Closing. A majority of the independent members of the Post-Combination Company Board then serving has sole discretion in determining, among other things, the achievement of the applicable milestones, the calculations of payments of Earnout Shares to the applicable Legacy Montana Equityholders, the dates on which construction and operational viability of new production capacity is deemed completed and whether to consent to a transfer of the applicable Legacy Montana Equityholder’s right to receive Earnout Shares. Earnout Shares issuable in respect of Legacy Montana options outstanding as of immediately prior to the effective time of the Merger may be issued to the holder of such Legacy Montana option only if such holder continues to provide services (whether as an employee, director or individual independent contractor) to the Post-Combination Company or one of its subsidiaries through the date on which such Earnout Shares are issued, as determined by a majority of the independent members of the Post-Combination Company Board. If the conditions for payment of the Earnout Shares are satisfied and assuming all originally designated employees are then still providing services to the Post-Combination Company on the date such condition is met, approximately 21% of the aggregate Earnout Shares will be payable to employees and 79% of the aggregate Earnout Shares will be payable to the holders of Legacy Montana common units, in accordance with their respective pro rata share immediately following the Closing. The settlement of the Earnout Shares to the holders of Legacy Montana common units contains variations in something other than the fair value of the issuer’s equity shares. As such, management determined that they should be classified as a liability and recognized at fair value at each reporting period with changes in fair value included in earnings. The Earnout Shares to employees are subject to ASC 718 and are accounted for as post-combination compensation cost. The estimated fair value of the Earnout Shares was determined with a Monte Carlo simulation using a distribution of potential outcomes for expected earnings before interest, taxes, depreciation, and amortization (“EBITDA”) and stock price at expected commission dates, utilizing a correlation coefficient for EBITDA and stock price, and assuming $50 million of Annualized EBITDA per production line, with six production lines commissioned over a five-year period. EBITDA was discounted to the valuation date with a weighted average cost of capital estimate and forecasted to each estimated commission date. Earnout mechanics at each estimated commission date were assessed, and if the Earnout Thresholds were achieved, the future value of the Earnout Shares was discounted to the valuation date utilizing a risk-free rate commensurate with the overall term. The commission dates used reflected XPDB’s management’s best estimates regarding the time to complete full construction and operational viability of a production line, including all permitting, regulatory approvals and necessary or useful inspections. The Earnout term of 5 years and the Earnout mechanics represent contractual inputs. Assumptions such as risk-free rate, stock price, volatility, and discount rate were based on market data. See the following summary of key inputs: As of As of 2024 Stock Price (1) $ 11.29 $ 10.00 Volatility 35 % 35 % Risk free rate of return 4.17 % 4.24 % Expected term (in years) 5.0 5.0 (1) At March 14, 2024, the $10.00 price represents the Business Combination price. The following table presents the changes in the fair value of the Earnout Shares liability at March 31, 2024: For the Earnout Shares Liability as of December 31, 2023 $ - Expensed as transaction costs of business combination 53,721,000 Change in fair value 7,672,000 Balance as of March 31, 2024 $ 61,393,000 As of March 31, 2024 and March 14, 2024, the estimated fair value of all the Earnout Shares ($61.4 million and $53.7 million, respectively) represents approximately 4,702,064 and 4,627,294 Earnout Shares, respectively. The Earnout Shares liability in the preceding table represent the fair value of the contingent obligation to issue Earnout Shares to Legacy Montana Equityholders (excluding the shares to be issued to employees accounted for under ASC 718) upon the achievement of certain Earnout milestones. True Up Shares liability As discussed in Note 5 – Recapitalization (As Restated), Fair Value Measurements. The following table presents the changes in the fair value of the True Up Shares liability at March 31, 2024: For the 2024 Balance as of December 31, 2023 $ - Assumed in the Business Combination 555,000 Change in fair value (269,000 ) Balance as of March 31, 2024 $ 286,000 The estimated fair value of the true up share liability was determined utilizing a Monte Carlo simulation, with underlying forecast mathematics based on geometric Brownian motion in a risk-neutral framework. The Calculation of the value of the True Up Shares considered the 15-day average price over the one-year period following the Closing Date. Subject Vesting Shares liability In connection with the execution of the Merger Agreement and pursuant to the terms of the sponsor support agreement (the “Sponsor Support Agreement”) entered into among the XPDB sponsor, XPDB, Montana Technologies LLC and other holders of the Company’s Class B common stock, $0.0001 par value per share (the “Class B common stock”), the sponsor and the other holders of Class B common stock agreed to, among other things, (i) vote any Class A common stock, $0.0001 par value per share (the “Class A common stock”), of XPDB or Class B common stock (collectively, the “Sponsor Securities”), held of record or thereafter acquired in favor of the proposals presented by XPDB at a special meeting to approve the proposed Business Combination, (ii) be bound by certain other covenants and agreements related to the proposed Business Combination, (iii) be bound by certain transfer restrictions with respect to the Sponsor Securities and (iv) waive certain antidilution protections with respect to the Sponsor Securities, in each case, on the terms and subject to the conditions set forth in the Sponsor Support Agreement. In addition, pursuant to the terms of the Sponsor Support Agreement, the Sponsor has agreed to waive its redemption rights with respect to any Sponsor Securities in connection with the completion of a Business Combination (which waiver was provided in connection with the IPO and without any separate consideration paid in connection with providing such waiver), has agreed not to transfer any public shares and founder shares held by it during the time prior to (i) Closing or (ii) the termination of the Business Combination Agreement, has agreed to waive anti-dilution protections and has agreed to subject certain of the shares of Combined Company Class A common stock held by Sponsor following the conversion of the founder shares as of the Closing to certain vesting provisions. Specifically, the Sponsor Support Agreement provides that as of immediately prior to (but subject to) the Closing, 1,380,736 shares of Combined Company Class A common stock held by the Sponsor following the conversion of the Founder Shares as of the Closing (the “Subject Vesting Shares”) will be subject to an earnout, with the Subject Vesting Shares vesting during the period beginning on the date of Closing and ending five (5) years following the date of Closing (i) simultaneously with the Earnout Payments made to the Montana equity holders in a proportionate amount to the payment achieved in relation to the maximum issuance of Earnout Shares of equity interests of $200 million (the “Performance Vesting Trigger”) and (ii) up to 50% of the Subject Vesting Shares (including any vested Subject Vesting Shares from the Performance Vesting Trigger) vesting on any day following the Closing when the closing price of a share of Combined Company Class A common stock on the Nasdaq (the “Closing Share Price”) equals or exceeds $12.00 (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) and all remaining Subject Vesting Shares vesting when the Closing Share Price equals or exceeds $14.00 (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like). The following table presents the changes in the fair value of the Subject Vesting Shares liability at March 31, 2024: For the three months Balance as of December 31, 2023 $ - Assumed in the Business Combination 11,792,000 Change in fair value 2,425,000 Balance as of March 31, 2024 $ 14,217,000 The estimated fair value of the Subject Vesting Share liability was determined utilizing a Monte Carlo simulation, with underlying forecast mathematics based on geometric Brownian motion in a risk-neutral framework. The Calculation of the value of the Subject Vesting Shares considered the $12.00 and $14.00 vesting conditions in addition to the vesting related to the Earnout Milestone Amount. Items Measured at Fair Value on a Nonrecurring Basis: In addition to items that are measured at fair value on a recurring basis, the Company measures certain assets and liabilities at fair value on a nonrecurring basis, which are not included in the table above. As these nonrecurring fair value measurements are generally determined using unobservable inputs, these fair value measurements are classified within Level 3 of the fair value hierarchy. For further information see Note 6 – Equity Method Investment (As Restated)

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	Note 12 — COMMITMENTS AND CONTINGENCIES The Company is involved in various legal matters arising in the normal course of business. In the opinion of the Company’s management and legal counsel, the amount of losses that may be sustained, if any, would not have a material effect on the financial position and results of operations of the Company. Risks and Uncertainties The Company, as an early-stage business without any current operations, product sales or revenue, has historically been dependent upon the sourcing of external capital to fund its overhead and product development costs. This is a typical situation for any early-stage company without product sales to be in. License Agreement In October 2021, the Company entered into a patent license agreement with a third party whereby the third party granted the Company rights to use certain of their patents in exchange for an upfront payment and royalties based on a percentage of net sales until such patents expire. In connection with this, the Company agreed to a minimum royalty amount of which $62,500 and $37,500 was expensed for the three months ended March 31, 2024 and 2023, respectively. At March 31, 2024 and December 31, 2023, $62,500 and $150,000, respectively, was accrued by the Company in the accompanying condensed consolidated balance sheets. Future minimum royalties are as follows as of March 31, 2024: Remainder of 2024 $ 187,500 2025 and each year through the date the patents expire 300,000 Joint Venture Agreement On October 27, 2021, the Company entered into a joint venture with CATL US Inc. (“CATL US”), an affiliate of CATL, pursuant to which we and CATL US formed CAMT Climate Solutions Ltd., a limited liability company organized under the laws of Hong Kong (“CAMT”). The Company and CATL US both own 50% of CAMT’s issued and outstanding shares. Pursuant to the Amended and Restated Joint Venture Agreement for CAMT, entered into on September 29, 2023 (the “A&R Joint Venture Agreement”), the Company and CATL US have each agreed to contribute $6 million to CAMT. Of this $6 million, we expect to make an initial contribution of $2 million prior to December 31, 2024, with the remaining $4 million contributed when requested by CAMT based on a business plan and operating budgets to be agreed between us and CATL US. Any additional financing beyond the initial $12 million (i.e., $6 million from each of the Company and CATL US) will be subject to the prior mutual agreement of the Company and CATL US. CAMT is managed by a four-member board of directors, with two directors (including the chairman) designated by CATL US and two directors (including the vice chairman) designated by the Company. In the event of an equal vote, the chairman may cast the deciding vote. Certain reserved matters, including debt issuances exceeding $5 million in a single transaction or in aggregate within a fiscal year, amendments to CAMT’s constitutional documents the annual financial budget of CAMT, and any transaction between CAMT and CATL US or the Company in an amount exceeding $10 million in a single transaction or in aggregate within a fiscal year, require the unanimous vote of both CATL US and the Company or all directors. As of March 31, 2024, no amount was funded to CAMT. The purpose of the Company’s joint venture with CATL US is to commercialize our AirJoule® technology in Asia and Europe and, pursuant to the A&R Joint Venture Agreement, CAMT has the exclusive right to commercialize our AirJoule® technology in those territories. Subject to the oversight of CAMT’s board, CATL US is responsible for managing the day-to-day operations of CAMT (including the nomination and replacement of the Chief Executive Officer of CAMT), and is responsible for providing CAMT and any subsidiaries formed by CAMT with, among other things, administrative services, supply chain support, assistance in obtaining required permits and approvals, and assistance in purchasing or leasing land and equipment. The Company’s financial statements do not reflect any accounting for CAMT as no assets (including IP) or cash have been contributed to CAMT as of March 31, 2024. Letter Agreement On January 7, 2024, the Legacy Montana entered into a letter agreement (the “Letter Agreement”) with XPDB 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, XPDB 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. Pursuant to the terms of the agreement, Carrier has nominated its director.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	Note 13 — SUBSEQUENT EVENTS The Company’s management has identified the following subsequent events: Subscription Receivable On May 9, 2024 and May 10, 2024, the Company received $6.0 million owing under the Subscription Agreements. Termination of consultancy agreement On May 1, 2024, the Company terminated the consultancy agreements with the affiliate companies of the CEO and CAO and entered into employment agreements with the CEO and CAO.

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	3 Months Ended
	Mar. 31, 2024
Summary of Significant Accounting Policies [Abstract]
Basis of Presentation and principles of Consolidation	Basis of Presentation and principles of Consolidation The accompanying condensed consolidated financial statements have been prepared in accordance with GAAP, expressed in U.S. dollars. The accompanying condensed consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of the Company’s management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with GAAP. References to GAAP issued by the Financial Accounting Standards Board (“FASB”) in these accompanying notes to the financial statements are to the FASB Accounting Standards Codification (“ASC”). The condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company owns a noncontrolling interest (50%) in an unconsolidated joint venture, AirJoule JV. The investment in the Company’s unconsolidated affiliate is accounted for using the equity method with the Company’s proportionate share of income or loss recognized within equity in net income of unconsolidated affiliate (“equity income”) in its consolidated statements of earnings. See further discussion of the Company’s unconsolidated affiliate in Note 6 – Equity Method Investment (As Restated)
Use of Estimates	Use of Estimates The preparation of consolidated 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 disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Some of the more significant estimates include estimates of amortization and depreciation, fair values of Subject Vesting Shares and Earnout Shares liability (as such terms are defined in Note 5 — Recapitalization (As Restated)
Cash and Concentration of Credit Risk	Cash and Concentration of Credit Risk The Company considers all highly liquid investments with a maturity of 90 days or less at the time of purchase to be cash equivalents. The carrying values of cash and cash equivalents approximate their fair values due to the short-term nature of these instruments. As of March 31, 2024 and December 31, 2023, there were no
Business Combinations	Business Combinations The Company evaluates whether acquired net assets should be accounted for as a business combination or an asset acquisition by first applying a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If so, the transaction is accounted for as an asset acquisition. If not, the Company applies its judgement to determine whether the acquired net assets meet the definition of a business by considering if the set includes an acquired input, process, and the ability to create outputs. The Company accounts for business combinations using the acquisition method when it has obtained control. The Company measures goodwill as the fair value of the consideration transferred, including the fair value of any non-controlling interest recognized, less the net recognized amount of the identifiable assets acquired and liabilities combined, all measured at their fair value as of the acquisition date. Transaction costs, other than those associated with the issuance of debt or equity securities, that the Company incurs in connection with a business combination are expensed as incurred. Any contingent consideration is measured at fair value at the acquisition date. For contingent consideration that does not meet all the criteria for equity classification, such contingent consideration is required to be recorded at its initial fair value at the acquisition date, and on each balance sheet date thereafter. Changes in the estimated fair value of liability-classified contingent consideration are recognized on the consolidated statements of operations in the period of change.
Equity Method Investment	Equity Method Investment In accordance with ASC 323, Investments - Equity Method and Joint Ventures, investments in entities over which the Company does not have a controlling financial interest but has significant influence are accounted for using the equity method, with the Company’s share of earnings or losses reported in earnings or losses from equity method investments on the statements of operations. Under the equity method, the Company’s investments are initially measured and recognized using the cost accumulation model following the guidance in ASC 805-50-30. After initial recognition, the consolidated financial statements include the Company’s share of undistributed earnings or losses, and impairment, if any, until the date on which significant influence ceases. The Company’s equity method investments are assessed for impairment whenever changes in the facts and circumstances indicate a loss in value may have occurred. When a loss is deemed to have occurred and is other than temporary, the carrying value of the equity method investment is written down to fair value. In evaluating whether a loss is other than temporary, the Company considers the length of time for which the conditions have existed and its intent and ability to hold the investment.
Property and Equipment	Property and Equipment Property and equipment is carried at cost less accumulated depreciation and includes expenditures that substantially increase the useful lives of existing property and equipment. Maintenance, repairs and minor renovations are charged to expense as incurred. When property and equipment is retired or otherwise disposed of, the related costs and accumulated depreciation are removed from their respective accounts, and any difference between the sale proceeds and the carrying amount of the asset is recognized as a gain or loss on disposal in the statements of income. Depreciation is computed using the straight-line method over the estimated useful lives of the various classes of depreciable assets. The lives used in computing depreciation for significant asset classes are as follow: Estimated Machinery and Equipment 3 years Vehicles 3 years The estimated useful lives and depreciation methods are reviewed at each year-end, with the effect of any changes in estimates accounted for prospectively. All depreciation expenses are included with depreciation and amortization in the condensed consolidated statements of operations.
Leases	Leases The Company determines if an arrangement is a lease at inception. Operating lease right-of-use asset (“ROU asset”) and short-term and long-term lease liability are included on the face of the condensed consolidated balance sheets. ROU asset represents the right to use an underlying asset for the lease term and lease liability represents the Company’s obligation to make lease payments arising from the lease. An operating lease ROU asset and liability are recognized at the commencement date based on the present value of lease payments over the lease term. As typically the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date over the respective lease term in determining the present value of lease payments. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. For lease agreements with terms less than 12 months, the Company has elected the short-term lease measurement and recognition exemption, and it recognizes such lease payments on a straight-line basis over the lease term.
Warrants	Warrants The Company determines the accounting classification of warrants it issues as either liability or equity classified by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (“ASC 480”), then in accordance with ASC 815-40 (“ASC 815”), Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock. In order for a warrant to be classified in stockholders’ deficit, the warrant must be (i) indexed to the Company’s equity and (ii) meet the conditions for equity classification. If a warrant does not meet the conditions for stockholders’ deficit classification, it is carried on the condensed consolidated balance sheets as a warrant liability measured at fair value, with subsequent changes in the fair value of the warrant recorded in other non-operating losses (gains) in the consolidated statements of operations. If a warrant meets both conditions for equity classification, the warrant is initially recorded, at its relative fair value on the date of issuance, in stockholders’ deficit in the condensed consolidated balance sheets, and the amount initially recorded is not subsequently remeasured at fair value.
Income Taxes	Income Taxes Prior to the Business Combination on March 14, 2024, the Company was a limited liability company (“LLC”) and treated as a partnership for income tax purpose. As a Partnership, the Company was not directly liable for federal income taxes. As of the date of the Business Combination, the operations of the Company ceased to be taxed as a partnership resulting in a change in tax status for federal and state income tax purposes. The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that is included in the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. During the three months ended March 31, 2024, as a result of our contribution to AirJoule, LLC of a perpetual license to our intellectual property, measured at fair value resulting in a book gain, a temporary difference between book and tax arose. The temporary difference resulted in the recognition of a deferred tax expenses and deferred tax liabilities of approximately $87.8 million. This expense was partially offset by the recognition of deferred tax assets in connection with the Company now being a corporation through the Business Combination. ASC 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. Management has evaluated the Company’s tax positions, including its previous status as a pass-through entity for federal and state tax purposes, and has determined that the Company has taken no uncertain tax positions that require adjustment to the condensed consolidated financial statements. The Company’s reserve related to uncertain tax positions was zero as of March 31, 2024 and December 31, 2023. There were no
Research and Development Cost	Research and Development Cost The Company accounts for research and development cost (“R&D”) in accordance with FASB ASC Topic 730, “Research and Development.” R&D represents costs incurred in performing research aimed at the discovery of new knowledge and the advancement of techniques to bring significant improvements to products and processes. Costs incurred in developing a product include consulting, engineering, construction and costs incurred to build prototypes.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Fair value is the price that would be received to sell an asset, or the amount paid to transfer a liability in an orderly transaction between market participants at the measurement date. There is a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The Company classifies fair value balances based on the observability of those inputs. The three levels of the fair value hierarchy are as follows: Level 1 — Inputs based on unadjusted quoted market prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar instruments in markets that are not active or for which all significant inputs are observable or can be corroborated by observable market data. Level 3 — Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are both unobservable for the asset and liability in the market and significant to the overall fair value measurement. 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. The Company establishes the fair value of its assets and liabilities using the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and establishes a fair value hierarchy based on the inputs used to measure fair value. The recorded amounts of certain financial instruments, including accounts payable, accrued expenses, and other current liabilities approximate fair value due to their relatively short maturities. See Note 6 – Equity Method Investment (As Restated) Fair Value Measurements
Earnout Shares Liability	Earnout Shares Liability In connection with the reverse recapitalization and pursuant to the Business Combination Agreement, eligible former Legacy Montana Equityholders are entitled to receive additional shares of Common Stock upon the Company achieving certain Earnout Milestones (as described in the Merger Agreement) (the “Earnout Shares”). The settlement of the Earnout Shares to the holders of Legacy Montana common units contains variations in something other than the fair value of the issuer’s equity shares. As such, management determined that they should be classified as a liability and recognized at fair value at each reporting period with changes in fair value included in earnings. We estimated fair value of the Earnout Shares with a Monte Carlo simulation using a distribution of potential outcomes for expected earnings before interest, taxes, depreciation and amortization (“EBITDA”) and stock price at expected commission dates, utilizing a correlation coefficient for EBITDA and stock price, and assuming $50 million of Annualized EBITDA per production line, with six production lines commissioned over a five-year period. EBITDA was discounted to the valuation date with a weighted average cost of capital estimate and forecasted to each estimated commission date. Earnout mechanics at each estimated commission date were assessed, and if the Earnout Thresholds were achieved, the future value of the Earnout Shares was discounted to the valuation date utilizing a risk-free rate commensurate with the overall term. The commission dates used reflected management’s best estimates regarding the time to complete full construction and operational viability of a production line, including all permitting, regulatory approvals and necessary or useful inspections. The Earnout term of 5 years and the Earnout mechanics represent contractual inputs. The contingent Earnout Shares liability involves certain assumptions requiring significant judgment and actual results may differ from assumed and estimated amounts. The Company determined the Earnout Shares associated with employees are accounted for as compensation expense under FASB ASC Topic 718, Share-based Compensation (“ASC 718”). See “ Share-Based Compensation
Derivative Financial Instruments and Other Financial Instruments Carried at Fair Value	Derivative Financial Instruments and Other Financial Instruments Carried at Fair Value 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 the True Up Shares issued in connection with the Subscription Agreement and the Subject Vesting Shares issued in connection with the Business Combination, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, Derivatives and Hedging (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. The True Up Shares issued under the Subscription Agreement do not qualify as equity under ASC 815-40; therefore, the Class A common stock (the “True Up Shares”) is required to be classified as a liability and measured at fair value with subsequent changes in fair value recorded in earnings. Changes in the estimated fair value of the derivative liability are recognized as a non-cash gain or loss on the condensed consolidated statements of operations. The fair value of the derivative liability is discussed in Note 11 Fair Value Measurements The Subject Vesting Shares liability was an assumed liability of XPDB in the Merger as described in Note 5 – Recapitalization (As Restated) Fair Value Measurements
Share-Based Compensation	Share-Based Compensation The Company accounts for share-based compensation arrangements granted to employees in accordance with ASC 718 by measuring the grant date fair value of the award and recognizing the resulting expense over the period during which the employee is required to perform service in exchange for the award. Equity-based compensation expense is only recognized for awards subject to performance conditions if it is probable that the performance condition will be achieved. The Company accounts for forfeitures when they occur. The Company estimates the fair value of stock option awards subject to only a service condition on the date of grant using the Black-Scholes valuation model. The Black-Scholes model requires the use of highly subjective and complex assumptions, including the option’s expected term, price volatility of the underlying stock, risk-free interest rate and the expected dividend yield of the underlying common stock, as well as an estimate of the fair value of the common stock underlying the award. The Company estimates the fair value of Earnout Shares awards to employees, which is considered a compensatory award and accounted for under ASC 718, using the Monte-Carlo simulation model .
Net Income (Loss) Per Share	Net Income (Loss) Per Share Basic net income (loss) per share is computed by dividing the net income (loss), which is allocated based upon the proportionate amount of weighted average shares outstanding, by each class of stockholder’s stock outstanding during the period. Diluted income (loss) per share is computed by giving effect to all potential shares of common stock, including warrants, stock options, and Earnout Shares, to the extent dilutive. For the three months ended March 31, 2024, dilutive shares included in the calculation or net income per share of common stock, utilizing the treasury stock method, were: 167,402 shares of common stock issuable upon the exercise of warrants and 1,309,025 shares of common stock issuable upon the exercise of stock options. For the three months ended March 31, 2024, Subject Vesting Shares, True Up Shares and Earnout Shares were not included in the calculation of dilutive net income per share as their conditions were not deemed satisfied for issuance as of March 31, 2024. For the three months ended March 31, 2023 warrants and stock options were not included in the calculation of dilutive net loss per share as their effect would have been anti-dilutive. The net income (loss) per share presented in the condensed consolidated statements of operations is based on the following for the three months ended March 31, 2024 and 2023: For the three months ended March 31, 2024 2023 Class A Class B Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net income (loss) - basic $ 160,938,834 $ 20,616,458 $ (728,293 ) $ (106,334 ) Allocation of net income (loss) - diluted $ 161,640,325 $ 19,914,967 $ (728,293 ) $ (106,334 ) Denominator: Basic weighted average shares outstanding 37,155,326 4,759,642 32,599,213 4,759,642 Diluted weighted average shares outstanding 38,631,753 4,759,642 32,599,213 4,759,642 Basic net income (loss) per ordinary share $ 4.33 $ 4.33 $ (0.02 ) $ (0.02 ) Diluted net income (loss) per ordinary share $ 4.18 $ 4.18 $ (0.02 ) $ (0.02 )
New Accounting Pronouncements	New Accounting Pronouncements Recently Adopted Accounting Standards In June 2016, the FASB issued ASU 2016-13, “Financial Instruments — Credit Losses” (Topic 326), which requires that an entity measure and recognize expected credit losses for financial assets held at amortized cost and replaces the incurred loss impairment methodology in current GAAP with a methodology that requires consideration of a broader range of information to estimate credit losses. The guidance also modifies the impairment model for available-for-sale debt securities. ASU 2016-13 is effective for the Company’s fiscal year beginning January 1, 2023. The Company has adopted ASU 2016-13 as of January 2023 with no material impacts on the financial statements as a result. Recently Issued Accounting Standards The Company is an emerging growth company, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions,” which clarifies that contractual sale restrictions are not considered in measuring fair value of equity securities and requires additional disclosures for equity securities subject to contractual sale restrictions. The standard is effective for the Company for fiscal years beginning after December 15, 2024. The adoption of this standard is not expected to have a material impact on the Company’s condensed consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The standard will be effective for the Company for fiscal years beginning after December 15, 2025. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its condensed consolidated financial statements and disclosures.

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statements (Tables)	3 Months Ended
	Mar. 31, 2024
Restatement of Previously Issued Financial Statements [Abstract]
Schedule of Restatement on Each Financial Statement	The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the period, indicated: As Adjustment to convert AirJoule JV from consolidation to equity method Adjustment for expensing of transaction costs As Restated Condensed Consolidated Balance Sheet as of March 31, 2024 (unaudited) Cash $ 37,429,270 $ (10,011,901 ) $ - $ 27,417,369 Total current assets 37,915,608 (10,011,901 ) - 27,903,707 Property and equipment, net 4,137 (1,390 ) - 2,747 In process research and development 365,300,000 (365,300,000 ) - - Goodwill 247,233,000 (247,233,000 ) - - Investment in AirJoule, LLC - 343,473,618 - 343,473,618 Total assets 650,622,862 (279,072,673 ) - 371,550,189 Accounts Payable 431,774 (774 ) - 431,000 Other accrued expenses 6,781,239 (65,280 ) - 6,715,959 Total current liabilities 11,753,101 (66,054 ) - 11,687,047 Deferred tax liabilities - 85,725,163 - 85,725,163 Total liabilities 87,796,959 85,659,109 - 173,456,068 Additional paid-in capital - - 39,701,547 39,701,547 Retained earnings (Accumulated deficit) (43,686,098 ) 247,774,836 (39,701,547 ) 164,387,191 Total Montana Technologies Corporation stockholders’ equity (deficit) (49,680,715 ) 49,680,715 - - Non-controlling interest 612,506,618 (612,506,618 ) - - Total stockholders’ equity (deficit) 562,825,903 (364,731,782 ) - 198,094,121 Total liabilities and stockholders’ equity (deficit) 650,622,862 (279,072,673 ) - 371,550,189 Condensed consolidated statement of changes in stockholders’ equity (deficit) for the three months ended March 31, 2024 (unaudited) Formation of AirJoule, LLC $ 612,533,000 $ (612,533,000 ) $ - - Reverse capitalization, net of transaction costs – Additional paid-in capital (60,729,824 ) - 39,701,547 (21,028,277 ) Retained earnings (accumulated deficit) (14,991,556 ) - 14,991,556 - Total stockholders’ equity (deficit) (75,720,580 ) - 54,693,103 (21,027,477 ) Net income (loss) (11,526,441 ) 247,801,218 (54,693,103 ) 181,555,292 Condensed Consolidated Statement of Operations for the three months ended March 31, 2024 (unaudited) General and administrative $ 827,576 $ (14,337 ) $ - $ 813,239 Research and development 896,613 (50,456 ) - 846,157 Transaction costs incurred in connection from business combination - - 54,693,103 54,693,103 Depreciation and amortization 1,145 (60 ) - 1,085 Loss from operations (1,763,059 ) 64,853 (54,693,103 ) (56,391,309 ) Interest income 38,236 (12,090 ) - 26,146 Gain on contribution to AirJoule, LLC - 333,500,000 - 333,500,000 Equity loss from investment in AirJoule, LLC - (26,382 ) - (26,382 ) Total other income (expense), net (9,789,764 ) 333,461,528 - 323,671,764 Income (loss) before income taxes (11,552,823 ) 333,526,381 (54,693,103 ) 267,280,455 Income tax expense - (85,725,163 ) - (85,725,163 ) Net income (loss) (11,552,823 ) 247,801,218 (54,693,103 ) 181,555,292 Net loss attributable to non-controlling interest (26,382 ) 26,382 - - Net loss attributable to common stockholders of the Company (11,526,441 ) 11,526,441 - - Basic net income (loss) per share, Class A $ (0.28 ) $ 5.91 $ (1.30 ) $ 4.33 Basic Weighted average Class A common stock outstanding, Class A 36,916,955 238,371 - 37,155,326 Diluted weighted average shares outstanding, Class A - 38,631,753 - 38,631,753 Diluted net income per share, Class A $ (0.28 ) $ 5.72 $ (1.26 ) $ 4.18 Basic net income (loss) per share, Class B $ (0.28 ) $ 5.91 $ (1.30 ) $ 4.33 Diluted net income (loss) per share, Class B $ (0.28 ) $ 5.72 $ (1.26 ) $ 4.18 Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2024 (unaudited) Cash Flows from Operating Activities: Net income (loss) $ (11,552,823 ) $ 247,801,218 (54,693,103 ) $ 181,555,292 Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation and amortization 1,145 (60 ) - 1,085 Deferred tax expense - 85,725,163 - 85,725,163 Gain on contribution to AirJoule, LLC - (333,500,000 ) - (333,500,000 ) Equity loss from investment in AirJoule, LLC - 26,382 - 26,382 Non-cash transaction costs in connection with business combination - - 53,721,000 53,721,000 Changes in operating assets and liabilities: Accounts payable (2,674,319 ) (774 ) - (2,675,093 ) Accrued expenses, accrued transaction costs and other liabilities (1,057,718 ) (65,280 ) - (1,122,998 ) Net cash used in operating activities (5,439,983 ) (13,351 ) (972,103 ) (6,425,437 ) Cash Flows from Investing Activities: Purchases of fixed assets (1,450 ) 1,450 - - Investment in AirJoule, LLC - (10,000,000 ) - (10,000,000 ) Net cash used in investing activities (1,450 ) (9,998,550 ) - (10,000,000 ) Cash Flow from Financing Activities: Transaction costs - recapitalization (972,103 ) - 972,103 - Net cash provided by financing activities 42,494,907 - 972,103 43,467,010 Net increase (decrease) in cash 37,053,474 (10,011,901 ) - 27,041,573 Cash, end of the period 37,429,270 (10,011,901 ) - 27,417,369 Non-cash investing and financing activities: Initial recognition of earnout shares liability 53,721,000 - (53,721,000 ) - Acquisition of business from GE Vernova in exchange for issuing non-controlling interest 612,533,000 (612,533,000 ) - - Contribution to AirJoule, LLC of license to technology - 333,500,000 - 333,500,000

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (as Restated) (Tables)	3 Months Ended
	Mar. 31, 2024
Summary of Significant Accounting Policies [Abstract]
Schedule of Estimated Useful Lives	The lives used in computing depreciation for significant asset classes are as follow: Estimated Machinery and Equipment 3 years Vehicles 3 years
Schedule of Net Income (Loss) Per Share Presented in the Condensed Consolidated Statements of Operations	The net income (loss) per share presented in the condensed consolidated statements of operations is based on the following for the three months ended March 31, 2024 and 2023: For the three months ended March 31, 2024 2023 Class A Class B Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net income (loss) - basic $ 160,938,834 $ 20,616,458 $ (728,293 ) $ (106,334 ) Allocation of net income (loss) - diluted $ 161,640,325 $ 19,914,967 $ (728,293 ) $ (106,334 ) Denominator: Basic weighted average shares outstanding 37,155,326 4,759,642 32,599,213 4,759,642 Diluted weighted average shares outstanding 38,631,753 4,759,642 32,599,213 4,759,642 Basic net income (loss) per ordinary share $ 4.33 $ 4.33 $ (0.02 ) $ (0.02 ) Diluted net income (loss) per ordinary share $ 4.18 $ 4.18 $ (0.02 ) $ (0.02 )

Recapitalization (As Restated)

Recapitalization (As Restated) (Tables)	3 Months Ended
	Mar. 31, 2024
Recapitalization (As Restated) [Abstract]
Schedule of Business Combination	The following table reconciles the elements of the Business Combination to the condensed consolidated statements of cash flows and the condensed consolidated statement of changes in stockholders’ deficit for the three months ended March 31, 2024: Cash-trust and cash, net of redemptions $ 2,455,361 Add: Proceeds from PIPE investment 4,999,998 Less: transaction costs and advisory fees, paid (7,455,359 ) Net proceeds from the Business Combination - Less: Subject Vesting Shares liability (11,792,000 ) Less: True Up Shares liability (555,000 ) Less: accounts payable and accrued liabilities combined (9,054,854 ) Add: other, net 374,377 Reverse recapitalization, net $ (21,027,477 )
Schedule of Common Stock Issued	The number of shares of Common Stock issued immediately following the consummation of the Business Combination were: XPDB Class A common stock, outstanding prior to the Business Combination 10,608,178 Less: Redemption of XPDB Class A common stock (10,381,983 ) Class A common stock of XPDB 226,195 XPDB Class B common stock, outstanding prior to the Business Combination 7,187,500 PIPE subscription 588,235 Business Combination Class A common stock 8,001,930 Legacy Montana Shares 45,821,482 Class A and B Common Stock immediately after the Business Combination 53,823,412
Schedule of Legacy Montana Shares	The number of Legacy Montana shares was determined as follows: Legacy Montana’s Class A Common Stock 1,725,418 41,061,840 Class A Common Stock 200,000 4,759,642

Equity Method Investment (as _2

Equity Method Investment (as Restated) (Tables) - As Restated [Member]	3 Months Ended
	Mar. 31, 2024
Equity Method Investment (as Restated) (Tables) [Line Items]
Schedule of Financial Information of Balance Sheet	The following tables set forth certain financial information of AirJoule, LLC as of March 31, 2024 and for the three months ended March 31, 2024: As of Total current assets 10,011,901 Total non-current assets 1,209,054,390 Total assets $ 1,219,066,291 Total liabilities $ 66,054 Equity 1,219,000,237 Total liabilities and equity $ 1,219,066,291
Schedule of Financial Information of Income Statement	For the Revenue $ - Net loss $ (52,763 )

Accrued Expenses and Other Cu_2

Accrued Expenses and Other Current Liabilities (Tables)	3 Months Ended
	Mar. 31, 2024
Accrued Expenses and Other Current Liabilities [Abstract]
Schedule of Accrued Expenses and Other Current Liabilities	The following table summarizes accrued expenses and other current liabilities: March 31, December 31, Accrued royalty (see Note 12) $ 62,500 $ 150,000 Accrued payroll 36,056 22,481 Professional services 6,143,825 58,021 Engineering consulting - 1,700 Business development 129,342 1,425 Accrued other 344,236 10,813 $ 6,715,959 $ 244,440

Leases (Tables)

Leases (Tables)	3 Months Ended
	Mar. 31, 2024
Leases [Abstract]
Schedule of Future Minimum Rental Payments	At March 31, 2024, approximate future minimum rental payments required under the lease agreement are as follows: Operating Remainder of 2024 $ 22,275 2025 36,700 2026 39,370 2027 40,945 2028 42,582 Thereafter 10,714 Total undiscounted lease payments 192,586 Less: effects of discounting (21,747 ) Operating Lease Liability $ 170,839 Classified as: Current lease liabilities $ 22,981 Non-current lease liabilities $ 147,858

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2024
Fair Value Measurements [Abstract]
Schedule of Company’s Assets that are Measured at Fair Value on a Recurring Basis	Liabilities subject to fair value measurements are as follows: As of March 31, 2024 Level 1 Level 2 Level 3 Total Liabilities Earnout Shares liability $ - $ - $ 61,393,000 $ 61,393,000 True Up Shares liability - - 286,000 286,000 Subject Vesting Shares liability - - 14,217,000 14,217,000 Total liabilities $ - $ - $ 75,896,000 $ 75,896,000
Schedule of Estimated Fair Value of the Earnout Shares	The Earnout term of 5 years and the Earnout mechanics represent contractual inputs. Assumptions such as risk-free rate, stock price, volatility, and discount rate were based on market data. See the following summary of key inputs: As of As of 2024 Stock Price (1) $ 11.29 $ 10.00 Volatility 35 % 35 % Risk free rate of return 4.17 % 4.24 % Expected term (in years) 5.0 5.0 (1) At March 14, 2024, the $10.00 price represents the Business Combination price.
Schedule of Earnout Share Liability	The following table presents the changes in the fair value of the Earnout Shares liability at March 31, 2024: For the Earnout Shares Liability as of December 31, 2023 $ - Expensed as transaction costs of business combination 53,721,000 Change in fair value 7,672,000 Balance as of March 31, 2024 $ 61,393,000
Schedule of Changes in the Fair Value of the True Up Shares liability	The following table presents the changes in the fair value of the True Up Shares liability at March 31, 2024: For the 2024 Balance as of December 31, 2023 $ - Assumed in the Business Combination 555,000 Change in fair value (269,000 ) Balance as of March 31, 2024 $ 286,000
Schedule of Vesting Shares Liability	The following table presents the changes in the fair value of the Subject Vesting Shares liability at March 31, 2024: For the three months Balance as of December 31, 2023 $ - Assumed in the Business Combination 11,792,000 Change in fair value 2,425,000 Balance as of March 31, 2024 $ 14,217,000

Commitments and Contingencies (

Commitments and Contingencies (Tables)	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies [Abstract]
Schedule of Future Minimum Royalties	Future minimum royalties are as follows as of March 31, 2024: Remainder of 2024 $ 187,500 2025 and each year through the date the patents expire 300,000

Organization and Business Ope_2

Organization and Business Operations (Details) - shares		3 Months Ended
	Mar. 08, 2024	Mar. 31, 2024	Jan. 25, 2024	Dec. 31, 2023
Organization and Business Operations [Line Items]
Newly issued shares	588,235	5,807,647
Shares issued		200,000
Voting power percentage		85.50%
Interest percentage			50%
Legacy Montana’s [Member]
Organization and Business Operations [Line Items]
Shares issued		45,821,456
Montana Technologies Corporation [Member]
Organization and Business Operations [Line Items]
Common stock, shares outstanding		53,823,412
Common stock, shares issued		53,823,412
Class A Common Stock [Member]
Organization and Business Operations [Line Items]
Shares issued		1,725,418
Common stock, shares outstanding		49,063,770		32,731,583
Common stock, shares issued		49,063,770		32,731,583
Class A Common Stock [Member] | Legacy Montana’s [Member]
Organization and Business Operations [Line Items]
Newly issued shares		23.8
Class A Common Stock [Member] | Montana Technologies Corporation [Member]
Organization and Business Operations [Line Items]
Shares issued		23.8
Class A Common Stock [Member] | PIPE Investor [Member]
Organization and Business Operations [Line Items]
Newly issued shares		588,235
Class B Common Stock [Member]
Organization and Business Operations [Line Items]
Common stock, shares outstanding		4,759,642		4,759,642
Common stock, shares issued		4,759,642		4,759,642
Class B Common Stock [Member] | Legacy Montana’s [Member]
Organization and Business Operations [Line Items]
Newly issued shares		23.8

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements (Details) - Schedule of Restatement on Each Financial Statement	3 Months Ended
	Mar. 31, 2024 USD ($) $ / shares shares
As Previously Reported [Member]
Schedule of Restatement on each Financial Statement [Line Items]
Cash	$ 37,429,270
Total current assets	37,915,608
Property and equipment, net	4,137
In process research and development	365,300,000
Goodwill	247,233,000
Investment in AirJoule, LLC
Total assets	650,622,862
Accounts Payable	431,774
Other accrued expenses	6,781,239
Total current liabilities	11,753,101
Deferred tax liabilities
Total liabilities	87,796,959
Additional paid-in capital
Retained earnings (Accumulated deficit)	(43,686,098)
Total Montana Technologies Corporation stockholders’ equity (deficit)	(49,680,715)
Non-controlling interest	612,506,618
Total stockholders’ equity (deficit)	562,825,903
Total liabilities and stockholders’ equity (deficit)	650,622,862
Condensed consolidated statement of changes in stockholders’ equity (deficit) for the three months ended March 31, 2024 (unaudited)
Formation of AirJoule, LLC	612,533,000
Net income (loss)	(11,526,441)
Condensed Consolidated Statement of Operations for the three months ended March 31, 2024 (unaudited)
General and administrative	827,576
Research and development	896,613
Transaction costs incurred in connection from business combination
Depreciation and amortization	1,145
Loss from operations	(1,763,059)
Interest income	38,236
Gain on contribution to AirJoule, LLC
Equity loss from investment in AirJoule, LLC
Total other income (expense), net	(9,789,764)
Income (loss) before income taxes	(11,552,823)
Net income (loss)	(11,552,823)
Net loss attributable to non-controlling interest	(26,382)
Net loss attributable to common stockholders of the Company	$ (11,526,441)
Diluted net income per share, Class A (in Dollars per share) | $ / shares	$ (0.28)
Diluted net income (loss) per share, Class B (in Dollars per share) | $ / shares	$ (0.28)
Cash Flows from Operating Activities:
Net income (loss)	$ (11,552,823)
Depreciation and amortization	1,145
Deferred tax expense
Gain on contribution to AirJoule, LLC
Equity loss from investment in AirJoule, LLC
Non-cash transaction costs in connection with business combination
Accounts payable	(2,674,319)
Accrued expenses, accrued transaction costs and other liabilities	(1,057,718)
Net cash used in operating activities	(5,439,983)
Cash Flows from Investing Activities:
Purchases of fixed assets	(1,450)
Investment in AirJoule, LLC
Net cash used in investing activities	(1,450)
Cash Flow from Financing Activities:
Transaction costs - recapitalization	(972,103)
Net cash provided by financing activities	42,494,907
Net increase (decrease) in cash	37,053,474
Cash, end of the period	37,429,270
Non-cash investing and financing activities:
Initial recognition of earnout shares liability	53,721,000
Acquisition of business from GE Vernova in exchange for issuing non-controlling interest	612,533,000
Contribution to AirJoule, LLC of license to technology
Adjustment to convert AirJoule JV from consolidation to equity method [Member]
Schedule of Restatement on each Financial Statement [Line Items]
Cash	(10,011,901)
Total current assets	(10,011,901)
Property and equipment, net	(1,390)
In process research and development	(365,300,000)
Goodwill	(247,233,000)
Investment in AirJoule, LLC	343,473,618
Total assets	(279,072,673)
Accounts Payable	(774)
Other accrued expenses	(65,280)
Total current liabilities	(66,054)
Deferred tax liabilities	85,725,163
Total liabilities	85,659,109
Retained earnings (Accumulated deficit)	247,774,836
Total Montana Technologies Corporation stockholders’ equity (deficit)	49,680,715
Non-controlling interest	(612,506,618)
Total stockholders’ equity (deficit)	(364,731,782)
Total liabilities and stockholders’ equity (deficit)	(279,072,673)
Condensed consolidated statement of changes in stockholders’ equity (deficit) for the three months ended March 31, 2024 (unaudited)
Formation of AirJoule, LLC	(612,533,000)
Net income (loss)	247,801,218
Condensed Consolidated Statement of Operations for the three months ended March 31, 2024 (unaudited)
General and administrative	(14,337)
Research and development	(50,456)
Depreciation and amortization	(60)
Loss from operations	64,853
Interest income	(12,090)
Gain on contribution to AirJoule, LLC	333,500,000
Equity loss from investment in AirJoule, LLC	(26,382)
Total other income (expense), net	333,461,528
Income (loss) before income taxes	333,526,381
Income tax expense	(85,725,163)
Net income (loss)	247,801,218
Net loss attributable to non-controlling interest	26,382
Net loss attributable to common stockholders of the Company	$ 11,526,441
Diluted net income per share, Class A (in Dollars per share) | $ / shares	$ 5.72
Diluted net income (loss) per share, Class B (in Dollars per share) | $ / shares	$ 5.72
Cash Flows from Operating Activities:
Net income (loss)	$ 247,801,218
Depreciation and amortization	(60)
Deferred tax expense	85,725,163
Gain on contribution to AirJoule, LLC	(333,500,000)
Equity loss from investment in AirJoule, LLC	26,382
Accounts payable	(774)
Accrued expenses, accrued transaction costs and other liabilities	(65,280)
Net cash used in operating activities	(13,351)
Cash Flows from Investing Activities:
Purchases of fixed assets	1,450
Investment in AirJoule, LLC	(10,000,000)
Net cash used in investing activities	(9,998,550)
Cash Flow from Financing Activities:
Net increase (decrease) in cash	(10,011,901)
Cash, end of the period	(10,011,901)
Non-cash investing and financing activities:
Acquisition of business from GE Vernova in exchange for issuing non-controlling interest	(612,533,000)
Contribution to AirJoule, LLC of license to technology	333,500,000
Adjustment for expensing of transaction costs [Member]
Schedule of Restatement on each Financial Statement [Line Items]
Cash
Total current assets
Property and equipment, net
In process research and development
Goodwill
Investment in AirJoule, LLC
Total assets
Accounts Payable
Other accrued expenses
Total current liabilities
Deferred tax liabilities
Total liabilities
Additional paid-in capital	39,701,547
Retained earnings (Accumulated deficit)	(39,701,547)
Total Montana Technologies Corporation stockholders’ equity (deficit)
Non-controlling interest
Total stockholders’ equity (deficit)
Total liabilities and stockholders’ equity (deficit)
Condensed consolidated statement of changes in stockholders’ equity (deficit) for the three months ended March 31, 2024 (unaudited)
Formation of AirJoule, LLC
Net income (loss)	(54,693,103)
Condensed Consolidated Statement of Operations for the three months ended March 31, 2024 (unaudited)
General and administrative
Research and development
Transaction costs incurred in connection from business combination	54,693,103
Depreciation and amortization
Loss from operations	(54,693,103)
Interest income
Gain on contribution to AirJoule, LLC
Equity loss from investment in AirJoule, LLC
Total other income (expense), net
Income (loss) before income taxes	(54,693,103)
Income tax expense
Net income (loss)	(54,693,103)
Net loss attributable to non-controlling interest
Diluted net income per share, Class A (in Dollars per share) | $ / shares	$ (1.26)
Diluted net income (loss) per share, Class B (in Dollars per share) | $ / shares	$ (1.26)
Cash Flows from Operating Activities:
Net income (loss)	$ (54,693,103)
Depreciation and amortization
Deferred tax expense
Gain on contribution to AirJoule, LLC
Equity loss from investment in AirJoule, LLC
Non-cash transaction costs in connection with business combination	53,721,000
Accounts payable
Accrued expenses, accrued transaction costs and other liabilities
Net cash used in operating activities	(972,103)
Cash Flows from Investing Activities:
Purchases of fixed assets
Investment in AirJoule, LLC
Net cash used in investing activities
Cash Flow from Financing Activities:
Transaction costs - recapitalization	972,103
Net cash provided by financing activities	972,103
Net increase (decrease) in cash
Cash, end of the period
Non-cash investing and financing activities:
Initial recognition of earnout shares liability	(53,721,000)
Acquisition of business from GE Vernova in exchange for issuing non-controlling interest
Contribution to AirJoule, LLC of license to technology
As Restated [Member]
Schedule of Restatement on each Financial Statement [Line Items]
Cash	27,417,369
Total current assets	27,903,707
Property and equipment, net	2,747
In process research and development
Goodwill
Investment in AirJoule, LLC	343,473,618
Total assets	371,550,189
Accounts Payable	431,000
Other accrued expenses	6,715,959
Total current liabilities	11,687,047
Deferred tax liabilities	85,725,163
Total liabilities	173,456,068
Additional paid-in capital	39,701,547
Retained earnings (Accumulated deficit)	164,387,191
Total Montana Technologies Corporation stockholders’ equity (deficit)
Non-controlling interest
Total stockholders’ equity (deficit)	198,094,121
Total liabilities and stockholders’ equity (deficit)	371,550,189
Condensed consolidated statement of changes in stockholders’ equity (deficit) for the three months ended March 31, 2024 (unaudited)
Formation of AirJoule, LLC
Net income (loss)	181,555,292
Condensed Consolidated Statement of Operations for the three months ended March 31, 2024 (unaudited)
General and administrative	813,239
Research and development	846,157
Transaction costs incurred in connection from business combination	54,693,103
Depreciation and amortization	1,085
Loss from operations	(56,391,309)
Interest income	26,146
Gain on contribution to AirJoule, LLC	333,500,000
Equity loss from investment in AirJoule, LLC	(26,382)
Total other income (expense), net	323,671,764
Income (loss) before income taxes	267,280,455
Income tax expense	(85,725,163)
Net income (loss)	181,555,292
Net loss attributable to non-controlling interest
Net loss attributable to common stockholders of the Company
Diluted net income per share, Class A (in Dollars per share) | $ / shares	$ 4.18
Diluted net income (loss) per share, Class B (in Dollars per share) | $ / shares	$ 4.18
Cash Flows from Operating Activities:
Net income (loss)	$ 181,555,292
Depreciation and amortization	1,085
Deferred tax expense	85,725,163
Gain on contribution to AirJoule, LLC	(333,500,000)
Equity loss from investment in AirJoule, LLC	26,382
Non-cash transaction costs in connection with business combination	53,721,000
Accounts payable	(2,675,093)
Accrued expenses, accrued transaction costs and other liabilities	(1,122,998)
Net cash used in operating activities	(6,425,437)
Cash Flows from Investing Activities:
Purchases of fixed assets
Investment in AirJoule, LLC	(10,000,000)
Net cash used in investing activities	(10,000,000)
Cash Flow from Financing Activities:
Transaction costs - recapitalization
Net cash provided by financing activities	43,467,010
Net increase (decrease) in cash	27,041,573
Cash, end of the period	27,417,369
Non-cash investing and financing activities:
Initial recognition of earnout shares liability
Acquisition of business from GE Vernova in exchange for issuing non-controlling interest
Contribution to AirJoule, LLC of license to technology	$ 333,500,000
Class A Common Stock | As Previously Reported [Member]
Condensed Consolidated Statement of Operations for the three months ended March 31, 2024 (unaudited)
Basic net income (loss) per share, Class A (in Dollars per share) | $ / shares	$ (0.28)
Basic Weighted average Class A common stock outstanding, Class A (in Shares) | shares	36,916,955
Diluted weighted average shares outstanding, Class A (in Shares) | shares
Diluted net income per share, Class A (in Dollars per share) | $ / shares	$ (0.28)
Basic net income (loss) per share, Class B (in Dollars per share) | $ / shares	(0.28)
Diluted net income (loss) per share, Class B (in Dollars per share) | $ / shares	(0.28)
Class A Common Stock | Adjustment to convert AirJoule JV from consolidation to equity method [Member]
Condensed Consolidated Statement of Operations for the three months ended March 31, 2024 (unaudited)
Basic net income (loss) per share, Class A (in Dollars per share) | $ / shares	$ 5.91
Basic Weighted average Class A common stock outstanding, Class A (in Shares) | shares	238,371
Diluted weighted average shares outstanding, Class A (in Shares) | shares	38,631,753
Diluted net income per share, Class A (in Dollars per share) | $ / shares	$ 5.72
Basic net income (loss) per share, Class B (in Dollars per share) | $ / shares	5.91
Diluted net income (loss) per share, Class B (in Dollars per share) | $ / shares	5.72
Class A Common Stock | Adjustment for expensing of transaction costs [Member]
Condensed Consolidated Statement of Operations for the three months ended March 31, 2024 (unaudited)
Basic net income (loss) per share, Class A (in Dollars per share) | $ / shares	$ (1.3)
Basic Weighted average Class A common stock outstanding, Class A (in Shares) | shares
Diluted weighted average shares outstanding, Class A (in Shares) | shares
Diluted net income per share, Class A (in Dollars per share) | $ / shares	$ (1.26)
Basic net income (loss) per share, Class B (in Dollars per share) | $ / shares	(1.3)
Diluted net income (loss) per share, Class B (in Dollars per share) | $ / shares	(1.26)
Class A Common Stock | As Restated [Member]
Condensed Consolidated Statement of Operations for the three months ended March 31, 2024 (unaudited)
Basic net income (loss) per share, Class A (in Dollars per share) | $ / shares	$ 4.33
Basic Weighted average Class A common stock outstanding, Class A (in Shares) | shares	37,155,326
Diluted weighted average shares outstanding, Class A (in Shares) | shares	38,631,753
Diluted net income per share, Class A (in Dollars per share) | $ / shares	$ 4.18
Basic net income (loss) per share, Class B (in Dollars per share) | $ / shares	4.33
Diluted net income (loss) per share, Class B (in Dollars per share) | $ / shares	4.18
Class B Common Stock | As Previously Reported [Member]
Condensed Consolidated Statement of Operations for the three months ended March 31, 2024 (unaudited)
Basic net income (loss) per share, Class A (in Dollars per share) | $ / shares	(0.28)
Basic net income (loss) per share, Class B (in Dollars per share) | $ / shares	(0.28)
Class B Common Stock | Adjustment to convert AirJoule JV from consolidation to equity method [Member]
Condensed Consolidated Statement of Operations for the three months ended March 31, 2024 (unaudited)
Basic net income (loss) per share, Class A (in Dollars per share) | $ / shares	5.91
Basic net income (loss) per share, Class B (in Dollars per share) | $ / shares	5.91
Class B Common Stock | Adjustment for expensing of transaction costs [Member]
Condensed Consolidated Statement of Operations for the three months ended March 31, 2024 (unaudited)
Basic net income (loss) per share, Class A (in Dollars per share) | $ / shares	(1.3)
Basic net income (loss) per share, Class B (in Dollars per share) | $ / shares	(1.3)
Class B Common Stock | As Restated [Member]
Condensed Consolidated Statement of Operations for the three months ended March 31, 2024 (unaudited)
Basic net income (loss) per share, Class A (in Dollars per share) | $ / shares	4.33
Basic net income (loss) per share, Class B (in Dollars per share) | $ / shares	$ 4.33
Additional Paid-in Capital [Member] | As Previously Reported [Member]
Schedule of Restatement on each Financial Statement [Line Items]
Additional paid-in capital	$ (60,729,824)
Additional Paid-in Capital [Member] | Adjustment for expensing of transaction costs [Member]
Schedule of Restatement on each Financial Statement [Line Items]
Additional paid-in capital	39,701,547
Additional Paid-in Capital [Member] | As Restated [Member]
Schedule of Restatement on each Financial Statement [Line Items]
Additional paid-in capital	(21,028,277)
Retained Earnings [Member] | As Previously Reported [Member]
Schedule of Restatement on each Financial Statement [Line Items]
Retained earnings (Accumulated deficit)	(14,991,556)
Retained Earnings [Member] | Adjustment for expensing of transaction costs [Member]
Schedule of Restatement on each Financial Statement [Line Items]
Retained earnings (Accumulated deficit)	14,991,556
Retained Earnings [Member] | As Restated [Member]
Schedule of Restatement on each Financial Statement [Line Items]
Retained earnings (Accumulated deficit)
Parent [Member] | As Previously Reported [Member]
Schedule of Restatement on each Financial Statement [Line Items]
Total stockholders’ equity (deficit)	(75,720,580)
Parent [Member] | Adjustment to convert AirJoule JV from consolidation to equity method [Member]
Schedule of Restatement on each Financial Statement [Line Items]
Total stockholders’ equity (deficit)
Parent [Member] | Adjustment for expensing of transaction costs [Member]
Schedule of Restatement on each Financial Statement [Line Items]
Total stockholders’ equity (deficit)	54,693,103
Parent [Member] | As Restated [Member]
Schedule of Restatement on each Financial Statement [Line Items]
Total stockholders’ equity (deficit)	$ (21,027,477)

Liquidity And Capital Resourc_2

Liquidity And Capital Resources (as Restated) (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Liquidity and Capital Resources [Line Items]
Accumulated deficit	$ 164,387,191	$ (17,168,101)
Working capital	16,200,000
Cash	27,400,000
Proceeds from notes received	40,000,000
Closing contribution	90,000,000
Liquidity and Capital Resources [Member]
Liquidity and Capital Resources [Line Items]
Accumulated deficit	164,400,000
AirJoule JV [Member]
Liquidity and Capital Resources [Line Items]
Closing contribution	$ 10,000,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (as Restated) (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Summary of Significant Accounting Policies [Line Items]
Cash equivalents
Insured limits amount	879,681	$ 114,254
Deferred tax liabilities	$ 87,800,000
Uncertain tax positions	zero	zero
Unrecognized tax benefits
Accrued interest and penalties
Annualized amount	$ 50,000,000
Earnout term	5 years
Subject vesting shares (in Dollars per share)	$ 12
Vesting addition shares (in Dollars per share)	$ 14
Unrecognized stock-based compensation expense	$ 16,600,000
Shares issuable (in Shares)	167,402
AirJoule JV [Member]
Summary of Significant Accounting Policies [Line Items]
Noncontrolling interest	50%
Common Stock [Member]
Summary of Significant Accounting Policies [Line Items]
Shares issuable (in Shares)	1,309,025

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (as Restated) (Details) - Schedule of Estimated Useful Lives	Mar. 31, 2024
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	3 years
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	3 years

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (as Restated) (Details) - Schedule of Net Income (Loss) Per Share Presented in the Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Class A Common Stock [Member]
Numerator:
Allocation of net income (loss) - basic	$ 160,938,834	$ (728,293)
Allocation of net income (loss) - diluted	$ 161,640,325	$ (728,293)
Basic weighted average shares outstanding	37,155,326	32,599,213
Diluted weighted average shares outstanding	38,631,753	32,599,213
Basic net income (loss) per ordinary share	$ 4.33	$ (0.02)
Diluted net income (loss) per ordinary share	$ 4.18	$ (0.02)
Class B Common Stock [Member]
Numerator:
Allocation of net income (loss) - basic	$ 20,616,458	$ (106,334)
Allocation of net income (loss) - diluted	$ 19,914,967	$ (106,334)
Basic weighted average shares outstanding	4,759,642	4,759,642
Diluted weighted average shares outstanding	4,759,642	4,759,642
Basic net income (loss) per ordinary share	$ 4.33	$ (0.02)
Diluted net income (loss) per ordinary share	$ 4.18	$ (0.02)

Recapitalization (As Restated_2

Recapitalization (As Restated) (Details) - USD ($)		3 Months Ended
	Mar. 08, 2024	Mar. 31, 2024	Dec. 31, 2023
Recapitalization (As Restated) (Details) [Line Items]
Owned shares least percentage		80%
Total outstanding percentage		100%
Common stock shares		200,000
Shares automatically vested		5,447,233
Vesting		1,380,736
Weighted average price per share (in Dollars per share)		$ 12
Share vested, description		then no additional Subject Vesting Shares shall vest and (y) if the number of Subject Vesting Shares that have vested is less than 690,368 (the “Deficit Amount”), then a number of Subject Vesting Shares equal to 690,368 less the Deficit Amount shall vest;
Issuance of common stock	588,235	5,807,647
Aggregate purchase price (in Dollars)	$ 5,000,000
Additional shares	840,336
Gross proceeds (in Dollars)		$ 7,500,000
Recapitalization transaction costs (in Dollars)		5,000,000
Other fees total (in Dollars)		7,500,000
Earnout shares liability (in Dollars)		61,393,000
Redemption of shares (in Dollars)		10,381,983
Aggregate payment (in Dollars)		$ 112,697,086
Public Warrants [Member]
Recapitalization (As Restated) (Details) [Line Items]
Public warrants issued		14,375,000
Private Placement [Member]
Recapitalization (As Restated) (Details) [Line Items]
Public warrants issued		11,125,000
Equity Option [Member]
Recapitalization (As Restated) (Details) [Line Items]
Share vested		690,368
Business Combination [Member]
Recapitalization (As Restated) (Details) [Line Items]
Transaction costs (in Dollars)		$ 54,700,000
Earnout shares liability (in Dollars)		$ 53,700,000
Legacy Montana’s [Member]
Recapitalization (As Restated) (Details) [Line Items]
Total outstanding percentage		18%
Common stock shares		45,821,456
Bloomberg L.P. [Member]
Recapitalization (As Restated) (Details) [Line Items]
Share vested		690,368
Weighted average price per share (in Dollars per share)		$ 12
Capital Unit, Class B [Member]
Recapitalization (As Restated) (Details) [Line Items]
Total outstanding percentage		7%
Class A Common Stock [Member]
Recapitalization (As Restated) (Details) [Line Items]
Newly issued shares price per share (in Dollars per share)		$ 10
Common stock shares		1,725,418
Weighted average price per share (in Dollars per share)		$ 14
Class A Common Stock [Member] | Legacy Montana’s [Member]
Recapitalization (As Restated) (Details) [Line Items]
Issuance of common stock		23.8
Class A Common Stock [Member] | Sponsor [Member]
Recapitalization (As Restated) (Details) [Line Items]
Common stock shares		6,827,969
Class B Common Stock [Member]
Recapitalization (As Restated) (Details) [Line Items]
Newly issued shares price per share (in Dollars per share)		$ 10
Class B Common Stock [Member] | Legacy Montana’s [Member]
Recapitalization (As Restated) (Details) [Line Items]
Issuance of common stock		23.8

Recapitalization (As Restated_3

Recapitalization (As Restated) (Details) - Schedule of Business Combination - Series of Individually Immaterial Business Acquisitions [Member]	3 Months Ended
	Mar. 31, 2024 USD ($)
Business Combination, Separately Recognized Transactions [Line Items]
Cash-trust and cash, net of redemptions	$ 2,455,361
Add: Proceeds from PIPE investment	4,999,998
Less: transaction costs and advisory fees, paid	(7,455,359)
Net proceeds from the Business Combination
Less: Subject Vesting Shares liability	(11,792,000)
Less: True Up Shares liability	(555,000)
Less: accounts payable and accrued liabilities combined	(9,054,854)
Add: other, net	374,377
Reverse recapitalization, net	$ (21,027,477)

Recapitalization (As Restated_4

Recapitalization (As Restated) (Details) - Schedule of Common Stock Issued	Mar. 31, 2024 shares
Schedule of Common Stock Issued [Line Items]
PIPE subscription	588,235
Business Combination Class A common stock	8,001,930
Legacy Montana Shares	45,821,482
Class A and B Common Stock immediately after the Business Combination	53,823,412
Less: Redemption of XPDB Class A common stock	(10,381,983)
Class A common stock of XPDB	226,195
Class A Common Stock [Member]
Schedule of Common Stock Issued [Line Items]
XPDB Class common stock, outstanding prior to the Business Combination	10,608,178
Class B Common Stock [Member]
Schedule of Common Stock Issued [Line Items]
XPDB Class common stock, outstanding prior to the Business Combination	7,187,500

Recapitalization (As Restated_5

Recapitalization (As Restated) (Details) - Schedule of Legacy Montana Shares	3 Months Ended
	Mar. 31, 2024 shares
Class of Stock [Line Items]
Legacy Montana Units	200,000
Montana’s Shares after conversion ratio	4,759,642
Class A Common Stock [Member]
Class of Stock [Line Items]
Legacy Montana Units	1,725,418
Montana’s Shares after conversion ratio	41,061,840

Equity Method Investment (as _3

Equity Method Investment (as Restated) (Details) - USD ($)		3 Months Ended
	Jan. 25, 2024	Mar. 31, 2024
Equity Method Investment (As Restated) [Line Items]
Percentage of variable interest	50%	50%
Agreement term		2 years
Closing contribution		$ 90,000,000
Capital contributions percentage		9.50%
Variable interest		$ 5,000,000
Contributed cash		10,000,000
Recognized gain amount		333.5
Deferred tax liability		$ 87,800,000
Weighted average cost of capital percentage		12.50%
GE Vernova [Member]
Equity Method Investment (As Restated) [Line Items]
Percentage of variable interest		50%
Purchase price (in Dollars per share)		$ 1
AirJoule JV [Member]
Equity Method Investment (As Restated) [Line Items]
Closing contribution		$ 10,000,000

Equity Method Investment (as _4

Equity Method Investment (as Restated) (Details) - Schedule of Financial Information of Balance Sheet - AirJoule, LLC [Member]	Mar. 31, 2024 USD ($)
Schedule of Financial Information of Balance Sheet [Line Items]
Total current assets	$ 10,011,901
Total non-current assets	1,209,054,390
Total assets	1,219,066,291
Total liabilities	66,054
Equity	1,219,000,237
Total liabilities and equity	$ 1,219,066,291

Equity Method Investment (as _5

Equity Method Investment (as Restated) (Details) - Schedule of Financial Information of Income Statement - AirJoule, LLC [Member]	3 Months Ended
	Mar. 31, 2024 USD ($)
Schedule of Financial Information of Income Statement [Line Items]
Revenue
Net loss	$ (52,763)

Accrued Expenses and Other Cu_3

Accrued Expenses and Other Current Liabilities (Details) - Schedule of Accrued Expenses and Other Current Liabilities - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Schedule of Accrued Expenses and Other Current Liabilities [Abstract]
Accrued royalty (see Note 12)	$ 62,500	$ 150,000
Accrued payroll	36,056	22,481
Professional services	6,143,825	58,021
Engineering consulting		1,700
Business development	129,342	1,425
Accrued other	344,236	10,813
Total	$ 6,715,959	$ 244,440

Leases (Details)

Leases (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 01, 2024
Leases [Line Items]
Lease expenses	$ 6,000	$ 6,000
Lease initial term			5 years
Total cash paid	$ 2,475
Remaining term	60 months
Discount rate	4.69%
Leases [Member]
Leases [Line Items]
Lease expenses	$ 3,198	$ 0

Leases (Details) - Schedule of

Leases (Details) - Schedule of Future Minimum Rental Payments - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Schedule of Future Minimum Rental Payments [Abstract]
Remainder of 2024	$ 22,275
2025	36,700
2026	39,370
2027	40,945
2028	42,582
Thereafter	10,714
Total undiscounted lease payments	192,586
Less: effects of discounting	(21,747)
Operating Lease Liability	170,839
Classified as:
Current lease liabilities	22,981	$ 22,237
Non-current lease liabilities	$ 147,858	$ 27,299

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)				3 Months Ended
	Dec. 09, 2021	Oct. 31, 2020	Jan. 01, 2019	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Related Party Transactions [Line Items]
Monthly payment				$ 7,500,000
Research and development expenses				15,000	$ 15,000
Sponsor fee	$ 20,000
Due to related parties	$ 540,000
Lease Agreement [Member]
Related Party Transactions [Line Items]
Accounts payable				0		$ 2,000
Consultancy Agreement [Member]
Related Party Transactions [Line Items]
Accounts payable				10,000	10,000
Monthly payment			$ 20,000
General and administrative expenses				60,000	60,000
Office Services Agreement [Member]
Related Party Transactions [Line Items]
Accounts payable				$ 2,500	$ 2,500
Monthly payment		$ 5,000
XPDB [Member]
Related Party Transactions [Line Items]
Sponsor contributed amount						$ 900,000

Stockholders_ Equity (Deficit)

Stockholders’ Equity (Deficit) (Details) - USD ($)						3 Months Ended
	Mar. 31, 2024	Mar. 08, 2024	Feb. 29, 2024	Jan. 31, 2024	Apr. 05, 2023	Mar. 31, 2024	Dec. 31, 2023
Stockholders’ Equity (Deficit) [Line Items]
Preferred stock shares authorized	25,000,000					25,000,000	25,000,000
Preferred stock par value (in Dollars per share)	$ 0.0001					$ 0.0001	$ 0.0001
Preferred stock issued	0					0	0
Preferred stock outstanding	0					0	0
Share voting						one
Capital stock percentage						80%
Aggregate percentage						33%
Redemption warrant price per share (in Dollars per share)	$ 18					$ 18
Expected transaction proceeds (in Dollars)						$ 50,000,000
Common units shares		588,235				5,807,647
Cash proceeds (in Dollars)						$ 40,000,000
Subscription receivable (in Dollars)	$ 6,000,000					6,000,000
Exercised of warrants	380,771		380,771	380,771
Total purchase price (in Dollars)	$ 45,760		$ 45,760	$ 45,760		45,760
Granted options					383,151
Exercise price (in Dollars per share)					$ 0.49
Excercise term					7 years
Grant date fair value (in Dollars per share)					$ 0.14
Purchase option	2,141,839		2,141,839	2,141,839
Total purchase price (in Dollars)	$ 56,250		$ 56,250	$ 56,250		$ 56,250
Options outstanding	1,335,080					1,335,080
Montana Technologies LLC [Member]
Stockholders’ Equity (Deficit) [Line Items]
Converted shares						105,331
Public Warrants [Member]
Stockholders’ Equity (Deficit) [Line Items]
Outstanding warrants	14,375,000					14,375,000
Redemption warrant price per share (in Dollars per share)	$ 0.01					$ 0.01
December 7, 2030 [Member]
Stockholders’ Equity (Deficit) [Line Items]
Options outstanding						594,955
March 15, 2031 [Member]
Stockholders’ Equity (Deficit) [Line Items]
Options outstanding						71,395
April 8, 2031 [Member]
Stockholders’ Equity (Deficit) [Line Items]
Options outstanding						285,579
April 4, 2030 [Member]
Stockholders’ Equity (Deficit) [Line Items]
Options outstanding						383,151
Class A Common Stock [Member]
Stockholders’ Equity (Deficit) [Line Items]
Common stock authorized	600,000,000					600,000,000	600,000,000
Common stock par value (in Dollars per share)	$ 0.0001					$ 0.0001	$ 0.0001
Common stock outstanding	49,063,770					49,063,770	32,731,583
Common stock issued	49,063,770					49,063,770	32,731,583
Purchase warrants	1					1
Exercise price per share (in Dollars per share)						$ 11.5
Class A Common Stock [Member] | Public Warrants [Member]
Stockholders’ Equity (Deficit) [Line Items]
Purchase warrants	1					1
Exercise price per share (in Dollars per share)						$ 11.5
Class B Common Stock [Member]
Stockholders’ Equity (Deficit) [Line Items]
Common stock authorized	50,000,000					50,000,000	50,000,000
Common stock par value (in Dollars per share)	$ 0.0001					$ 0.0001	$ 0.0001
Common stock outstanding	4,759,642					4,759,642	4,759,642
Common stock issued	4,759,642					4,759,642	4,759,642
Series B Preferred Units [Member]
Stockholders’ Equity (Deficit) [Line Items]
Preferred units	4,426					4,426
Private Placement [Member]
Stockholders’ Equity (Deficit) [Line Items]
Outstanding warrants	11,125,000					11,125,000

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)			3 Months Ended
	Mar. 14, 2024	Mar. 08, 2024	Mar. 31, 2024	Dec. 31, 2023
Fair Value Measurements (Details) [Line Items]
Earnout shares liability			$ 61,393,000
Percentage of aggregate earnout shares			79%
Annualized EBITDA per production line			$ 50,000,000
Earnout term			5 years
Agreed shares (in Shares)		588,235
Sponsor conversion of the founder shares (in Shares)			1,380,736
Earnout payments			(i) simultaneously with the Earnout Payments made to the Montana equity holders in a proportionate amount to the payment achieved in relation to the maximum issuance of Earnout Shares of equity interests of $200 million (the “Performance Vesting Trigger”) and (ii) up to 50% of the Subject Vesting Shares (including any vested Subject Vesting Shares from the Performance Vesting Trigger) vesting on any day following the Closing when the closing price of a share of Combined Company Class A common stock on the Nasdaq (the “Closing Share Price”) equals or exceeds $12.00 (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) and all remaining Subject Vesting Shares vesting when the Closing Share Price equals or exceeds $14.00 (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like).
Vesting related to the earnout milestone amount			$ 14
Business Combination [Member]
Fair Value Measurements (Details) [Line Items]
Price, percentage (in Dollars per share)	$ 10
Legacy Montana Units [Member]
Fair Value Measurements (Details) [Line Items]
Percentage of aggregate earnout shares			21%
Monte Carlo Pricing Model [Member]
Fair Value Measurements (Details) [Line Items]
Earnout shares (in Shares)	4,627,294		4,702,064
Vesting related to the earnout milestone amount			$ 12
Maximum [Member]
Fair Value Measurements (Details) [Line Items]
Earnout shares liability			200,000,000
Estimated fair value of earnout shares			$ 61,400,000
Minimum [Member]
Fair Value Measurements (Details) [Line Items]
Estimated fair value of earnout shares	$ 53,700,000
Class A Common Stock [Member]
Fair Value Measurements (Details) [Line Items]
Aggregate purchase price		$ 5,000,000
Additional shares (in Shares)		840,336
Common stock par value per share (in Dollars per share)			$ 0.0001	$ 0.0001
Class B Common Stock [Member]
Fair Value Measurements (Details) [Line Items]
Common stock par value per share (in Dollars per share)			$ 0.0001	$ 0.0001

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of Company’s Assets that are Measured at Fair Value on a Recurring Basis - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Liabilities
Earnout Shares liability	$ 61,393,000
True Up Shares liability	286,000
Subject Vesting Shares liability	14,217,000
Total liabilities	75,896,000
Level 1 [Member]
Liabilities
Earnout Shares liability
True Up Shares liability
Subject Vesting Shares liability
Total liabilities
Level 2 [Member]
Liabilities
Earnout Shares liability
True Up Shares liability
Subject Vesting Shares liability
Total liabilities
Level 3 [Member]
Liabilities
Earnout Shares liability	61,393,000
True Up Shares liability	286,000
Subject Vesting Shares liability	14,217,000
Total liabilities	$ 75,896,000

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of Estimated Fair Value of the Earnout Shares - $ / shares		2 Months Ended	3 Months Ended
		Mar. 14, 2024	Mar. 31, 2024
Schedule of Estimated Fair Value of the Earnout Shares [Abstract]
Stock Price (in Dollars per share)	[1]	$ 10	$ 11.29
Volatility		35%	35%
Risk free rate of return		4.24%	4.17%
Expected term (in years)		5 years	5 years
[1] At March 14, 2024, the $10.00 price represents the Business Combination price.

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of Earnout Share Liability	3 Months Ended
	Mar. 31, 2024 USD ($)
Schedule of Earnout Share Liability [Abstract]
Earnout Shares Liability
Expensed as transaction costs of business combination	53,721,000
Change in fair value	7,672,000
Balance	$ 61,393,000

Fair Value Measurements (Deta_5

Fair Value Measurements (Details) - Schedule of Changes in the Fair Value of the True Up Shares liability	3 Months Ended
	Mar. 31, 2024 USD ($)
Schedule of Changes in the Fair Value of the True Up Shares liability [Abstract]
Balance
Assumed in the Business Combination	555,000
Change in fair value	(269,000)
Balance	$ 286,000

Fair Value Measurements (Deta_6

Fair Value Measurements (Details) - Schedule of Vesting Shares Liability - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Schedule of Vesting Shares Liability [Abstract]
Balance at beginning
Assumed in the Business Combination	11,792,000
Change in fair value	2,425,000
Balance at ending	$ 14,217,000

Commitments and Contingencies_2

Commitments and Contingencies (Details) - USD ($)		3 Months Ended
	Oct. 27, 2021	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023
Commitments and Contingencies [Line Items]
Royalty amount		$ 62,500		$ 37,500
Additional paid-in capital		6,000,000
License Agreement [Member]
Commitments and Contingencies [Line Items]
Royalty amount		62,500	$ 150,000
Joint Venture Agreement [Member]
Commitments and Contingencies [Line Items]
Percentage of shares issued	50%
Percentage of shares outstanding	50%
Remaining value		4,000,000
Additional paid-in capital		12,000,000
Debt issuances exceeding transaction		10,000,000
A&R Joint Venture Agreement [Member]
Commitments and Contingencies [Line Items]
Agreed amount		6,000,000
CATL [Member]
Commitments and Contingencies [Line Items]
Agreed amount		6,000,000
CAMT [Member]
Commitments and Contingencies [Line Items]
Agreed amount		2,000,000
CAMT [Member] | Subscription Agreements [Member]
Commitments and Contingencies [Line Items]
Debt issuances exceed amount		$ 5,000,000

Commitments and Contingencies_3

Commitments and Contingencies (Details) - Schedule of Future Minimum Royalties	Mar. 31, 2024 USD ($)
Shedule of Future Minimum Royalties [Abstract]
Remainder of 2024	$ 187,500
2025 and each year through the date the patents expire	$ 300,000

Subsequent Events (Details)

Subsequent Events (Details) - USD ($) $ in Millions	May 10, 2024	May 09, 2024
Subsequent Event [Member]
Subsequent Events [Line Items]
Funded amount	$ 6	$ 6