Montana Technologies (AIRJ) 10-Q13 Nov 242024 Q3 Quarterly reportFinancial data

Company Profile

Cover

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Nov. 08, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Entity Information [Line Items]
Entity Registrant Name	AIRJOULE 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 Information, Former Legal or Registered Name	Montana Technologies Corporation
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
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		55,843,165
Name Change Event [Line Items]
Entity Information, Former Legal or Registered Name	Montana Technologies Corporation
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

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current assets
Cash, cash equivalents and restricted cash	$ 30,687,544	$ 375,796
Prepaid expenses and other current assets	947,080	126,971
Total current assets	33,597,497	502,767
Operating lease right-of-use asset	154,771	49,536
Property and equipment, net	15,426	3,832
Investment in AirJoule, LLC	340,556,277
Other assets	69,482
Total assets	374,393,453	556,135
Current liabilities
Accounts payable	567,944	2,518,763
Accrued transaction fees		3,644,100
Other accrued expenses	1,617,298	244,440
Operating lease liability, current	27,783	22,237
True Up Shares liability	2,288,000
Total current liabilities	4,501,025	6,429,540
Earnout Shares liability	16,570,000
Subject Vesting Shares liability	4,270,000
Operating lease liability, non-current	132,047	27,299
Deferred tax liability	83,219,044
Total liabilities	108,692,116	6,456,839
Commitments and contingencies (Note 12)
Stockholders’ equity (deficit)
Preferred stock, $0.0001 par value; 25,000,000 authorized shares and 0 shares issued and outstanding as of September 30, 2024 and December 31, 2023
Additional paid-in capital	52,861,808	11,263,647
Retained earnings (accumulated deficit)	212,833,944	(17,168,101)
Total stockholders’ equity (deficit)	265,701,337	(5,900,704)
Total liabilities and stockholders’ equity	374,393,453	556,135
Related Party
Current assets
Due from related party	1,962,873
Class A Common Stock
Stockholders’ equity (deficit)
Common stock value	5,109	3,274
Class B Common Stock
Stockholders’ equity (deficit)
Common stock value	$ 476	$ 476

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	25,000,000	25,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
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	51,083,523	32,731,583
Common stock, shares outstanding	51,083,523	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		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Cost and expenses:
General and administrative	$ 2,438,227	$ 3,570,892	$ 6,462,671	$ 5,602,081
Research and development	(87,147)	814,749	1,809,814	2,518,836
Sales and marketing	23,639	167,890	136,205	306,466
Transaction costs incurred in connection with business combination			54,693,103
Depreciation and amortization	2,136	1,086	4,437	3,256
Loss from operations	(2,376,855)	(4,554,617)	(63,106,230)	(8,430,639)
Other income (expense):
Interest income	374,051	6,264	616,677	9,815
Gain on contribution to AirJoule, LLC			333,500,000
Equity loss from investment in AirJoule, LLC	(2,336,554)		(2,943,724)
Change in fair value of Earnout Shares liability	31,759,000		37,151,000
Change in fair value of True Up Shares liability	(1,866,000)		(1,733,000)
Change in fair value of Subject Vesting Shares liability	8,188,000		7,522,000
Gain on settlement of legal fees			2,207,445
Other income	6,921		6,921
Total other income, net	36,125,418	6,264	376,327,319	9,815
Income (loss) before income taxes	33,748,563	(4,548,353)	313,221,089	(8,420,824)
Income tax benefit (expense)	1,268,295		(83,219,044)
Net income (loss)	$ 35,016,858	$ (4,548,353)	$ 230,002,045	$ (8,420,824)
Class A Common Stock
Other income (expense):
Weighted average common stock outstanding, basic (in Shares)	51,026,682	32,724,444	45,981,155	32,664,496
Basic net income (loss) per share, common stock (in Dollars per share)	$ 0.63	$ (0.12)	$ 4.53	$ (0.23)
Weighted average common stock outstanding, diluted (in Shares)	52,586,743	32,724,444	47,372,900	32,664,496
Diluted net income (loss) per share, common stock (in Dollars per share)	$ 0.61	$ (0.12)	$ 4.41	$ (0.23)
Class B Common Stock
Other income (expense):
Weighted average common stock outstanding, basic (in Shares)	4,759,642	4,759,642	4,759,642	4,759,642
Basic net income (loss) per share, common stock (in Dollars per share)	$ 0.63	$ (0.12)	$ 4.53	$ (0.23)
Weighted average common stock outstanding, diluted (in Shares)	4,759,642	4,759,642	4,759,642	4,759,642
Diluted net income (loss) per share, common stock (in Dollars per share)	$ 0.61	$ (0.12)	$ 4.41	$ (0.23)

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes in Members’ and Stockholders’ Equity (Deficit) (Unaudited) - USD ($)	Members’ Contribution Previously Reported	Members’ Contribution	Preferred Units Previously Reported	Preferred Units	Common Stock Class A Previously Reported	Common Stock Class A	Common Stock Class B Previously Reported	Common Stock Class B	Subscription Receivable Previously Reported	Subscription Receivable	Additional Paid-In Capital Previously Reported	Additional Paid-In Capital	Retained Earnings (Accumulated Deficit) Previously Reported	Retained Earnings (Accumulated Deficit)	Previously Reported	Total
Balance at Dec. 31, 2022	$ 2,047,872		$ 8,902,226			$ 3,255		$ 476				$ 10,946,367	$ (5,788,985)	$ (5,788,985)	$ 5,161,113	$ 5,161,113
Balance (in Shares) at Dec. 31, 2022						32,547,718		4,759,642
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
Issuance of class A common stock						$ 11						255,850				255,861
Issuance of class A common stock (in Shares)						105,331
Net income (Loss)														(834,627)		(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			$ 3,255		$ 476				10,946,367	(5,788,985)	(5,788,985)	5,161,113	5,161,113
Balance (in Shares) at Dec. 31, 2022						32,547,718		4,759,642
Net income (Loss)																(8,420,824)
Balance at Sep. 30, 2023						$ 3,273		$ 476				11,262,790		(14,209,809)		(2,943,270)
Balance (in Shares) at Sep. 30, 2023						32,724,444		4,759,642
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
Stock based compensation												52,000				52,000
Issuance of class A common stock						$ 7						8,573				8,580
Issuance of class A common stock (in Shares)						71,395
Net income (Loss)														(3,037,844)		(3,037,844)
Balance at Jun. 30, 2023						$ 3,273		$ 476				11,262,790		(9,661,456)		1,605,083
Balance (in Shares) at Jun. 30, 2023						32,724,444		4,759,642
Net income (Loss)														(4,548,353)		(4,548,353)
Balance at Sep. 30, 2023						$ 3,273		$ 476				11,262,790		(14,209,809)		(2,943,270)
Balance (in Shares) at Sep. 30, 2023						32,724,444		4,759,642
Balance at Dec. 31, 2023	2,109,310		9,158,087			$ 3,274		$ 476				11,263,647	(17,168,101)	(17,168,101)	(5,900,704)	(5,900,704)
Balance (in Shares) at Dec. 31, 2023						32,731,583		4,759,642
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
Issuance of class A common stock						$ 581				(6,000,000)		49,364,419				$ 43,365,000
Issuance of class A 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)														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
Balance at Dec. 31, 2023	$ 2,109,310		$ 9,158,087			$ 3,274		$ 476				11,263,647	$ (17,168,101)	(17,168,101)	$ (5,900,704)	(5,900,704)
Balance (in Shares) at Dec. 31, 2023						32,731,583		4,759,642
Net income (Loss)																230,002,045
Balance at Sep. 30, 2024						$ 5,109		$ 476				52,861,808		212,833,944		265,701,337
Balance (in Shares) at Sep. 30, 2024						51,083,523		4,759,642
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
Issuance of common stock pursuant to June 2024 subscription agreement						$ 124						12,384,876				12,385,000
Issuance of common stock pursuant to June 2024 subscription agreement (in Shares)						1,238,500
Subscription proceeds received										6,000,000						6,000,000
Stock based compensation												150,519				150,519
Exercise of warrants						$ 71						(71)
Exercise of warrants (in Shares)						705,758
Exercise of options												3,920				3,920
Exercise of options (in Shares)						8,000
Net income (Loss)														13,429,895		13,429,895
Balance at Jun. 30, 2024						$ 5,102		$ 476				52,240,791		177,817,086		230,063,455
Balance (in Shares) at Jun. 30, 2024						51,016,028		4,759,642
Stock based compensation												587,951				587,951
Exercise of options						$ 7						33,066				33,073
Exercise of options (in Shares)						67,495
Net income (Loss)														35,016,858		35,016,858
Balance at Sep. 30, 2024						$ 5,109		$ 476				$ 52,861,808		$ 212,833,944		$ 265,701,337
Balance (in Shares) at Sep. 30, 2024						51,083,523		4,759,642

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities
Net income (loss)	$ 230,002,045	$ (8,420,824)
Adjustment to reconcile net income (loss) to cash used in operating activities:
Depreciation and amortization	4,437	3,256
Deferred tax expense	83,219,044
Amortization of operating lease right-of-use assets	21,512	15,818
Change in fair value of Earnout Shares liability	(37,151,000)
Change in fair value of True Up Shares liability	1,733,000
Change in fair value of Subject Vesting Shares liability	(7,522,000)
Gain on contribution to AirJoule, LLC	(333,500,000)
Equity loss from investment in AirJoule, LLC	2,943,724
Non-cash transaction costs in connection with business combination	53,721,000
Gain on settlement of legal fees	(2,207,445)
Share-based compensation	738,470	52,000
Changes in operating assets and liabilities:
Due from related party	(1,962,873)
Prepaid expenses and other assets	(445,732)	(84,536)
Other assets	(69,482)
Operating lease liabilities	(16,453)	(15,818)
Accounts payable	(1,971,156)	1,440,818
Due to related party	(1,440,000)
Accrued expenses, accrued transaction costs and other liabilities	(7,658,315)	2,961,753
Net cash used in operating activities	(21,561,224)	(4,047,533)
Cash flows from investing activities
Purchases of property and equipment	(16,031)	(98,950)
Investment in AirJoule, LLC	(10,000,000)
Net cash used in investing activities	(10,016,031)	(98,950)
Cash flows from financing activities
Proceeds from the exercise of warrants	45,760	8,580
Proceeds from the exercise of options	93,243
Proceeds from the issuance of common stock	61,750,000
Issuance of preferred units		255,861
Net cash provided by financing activities	61,889,003	264,441
Net increase (decrease) in cash, cash equivalents and restricted cash	30,311,748	(3,882,042)
Cash, cash equivalents and restricted cash, beginning of period	375,796	5,211,486
Cash, cash equivalents and restricted cash, end of the period	30,687,544	1,329,444
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	9 Months Ended
Organization and Business Operations	Sep. 30, 2024
Organization and Business Operations [Abstract]
ORGANIZATION AND BUSINESS OPERATIONS	Note 1 — ORGANIZATION AND BUSINESS OPERATIONS AirJoule Technologies Corporation, formerly known as 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 to produce water from air through atmospheric water harvesting. The proprietary “AirJoule” units can also be used in HVAC applications to provide significant energy efficiency gains. 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 AirJoule Technologies LLC, formerly known as 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.” In November 2024, to better align the Company’s name with its business operations and proprietary “AirJoule” units, the Company changed its name from Montana Technologies Corporation to AirJoule Technologies Corporation, and its wholly-owned subsidiary changed its name from Montana Technologies LLC to AirJoule Technologies LLC. 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 the Company, (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 the Company 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 the Company 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 4 - Recapitalization On January 25, 2024, Legacy Montana entered into a joint venture formation framework agreement with GE Ventures LLC (“GE Vernova”), a Delaware limited liability company and, solely for the purposes specified therein, GE Vernova LLC, a Delaware limited liability company, pursuant to which Legacy Montana 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 Legacy Montana 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 5 - Equity Method Investment

Liquidity and Capital Resources

Liquidity and Capital Resources	9 Months Ended
Liquidity and Capital Resources	Sep. 30, 2024
Liquidity and Capital Resources [Abstract]
LIQUIDITY AND CAPITAL RESOURCES	Note 2 — LIQUIDITY AND CAPITAL RESOURCES The Company’s primary sources of liquidity have been cash contributions from founders or equity capital raised from other investors. The Company had retained earnings of $212.8 million as of September 30, 2024. As of September 30, 2024, the Company had $29.1 million of working capital including $30.7 million in cash, cash equivalents and restricted cash. The Company had restricted cash of approximately $30,000 which is included in cash, cash equivalents and restricted cash on the condensed consolidated balance sheet as of September 30, 2024 and represents cash deposited by the Company into a separate account and designated as collateral for a standby letter of credit in the same amount in accordance with a contractual agreement. 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 for 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 defined below), the Company received gross proceeds of approximately $43.4 million in the first quarter of 2024, approximately $6.0 million in May 2024 and approximately $12.4 million in June 2024, which will be utilized to fund our product development, operations and growth plans. 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 the Company’s business generally. In March 2024, the Company contributed $10.0 million in cash to the AirJoule JV. The Company has also agreed to contribute up to an additional $90.0 million in capital contributions to the AirJoule JV 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 5 - Equity Method Investment In order to finance these opportunities and associated costs, it is possible that the Company would need to raise additional financing if the proceeds realized to date are insufficient to support its business needs. While management believes that the proceeds realized to date will be sufficient to meet its currently contemplated business needs, there is no guarantee that this will be the case. If additional financing is required by the Company from outside sources, the Company may not be able to raise it on terms acceptable to it or at all. If the Company is unable to raise additional capital on acceptable terms when needed, its product development business, results of operations and financial condition would be materially and adversely affected.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	Sep. 30, 2024
Summary of Significant Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Note 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with GAAP, expressed in U.S. dollars. 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. Unaudited Interim Condensed Financial Statements The accompanying unaudited condensed consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with GAAP. Operating results for interim periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. The interim financial statements presented herein do not contain all required disclosures under GAAP for annual financial statements. The accompanying unaudited interim condensed financial statements should be read in conjunction with the annual audited financial statements and related notes in the Company's Annual Report on Form 10-K for the year ended December 31, 2023. Principles of Consolidation The Company owns a noncontrolling interest in an unconsolidated joint venture with GE Vernova, the 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 gain (loss) from investment in AirJoule JV in its condensed consolidated statements of operations. See further discussion of the Company’s unconsolidated affiliate in Note 5 - Equity Method Investment Use of Estimates The preparation of condensed 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 liabilities associated with the Earnout Shares, True Up Shares and Subject Vesting Shares (as such terms are defined in Note 4 - Recapitalization Cash, Cash Equivalents and Restricted Cash and Concentration of Credit Risk The Company considers all highly liquid investments with a weighted average maturity of 90 days or less at the time of purchase to be cash equivalents. The carrying values of cash, cash equivalents and restricted cash approximate their fair values due to the short-term nature of these instruments. As of September 30, 2024, there was $20.1 million held in money market funds on the Company’s condensed consolidated balance sheets. 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. A contingent consideration that does not meet all the criteria for equity classification 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 considerations are recognized on the condensed consolidated statements of operations in the period of change. Equity Method Investment In accordance with ASC 323, Investments - Equity Method and Joint Ventures Initial Measurement of Asset Acquisitions Under the equity method of accounting, the Company’s investment is initially recorded at fair value on the consolidated balance sheets. Upon initial investment, the Company evaluates whether there are basis differences between the carrying value and fair value of the Company’s proportionate share of the investee’s underlying net assets. The Company amortizes basis differences identified on a straight-line basis over the underlying assets’ estimated useful lives when calculating the attributable earnings or losses, excluding the basis differences attributable to in-process research and development and goodwill. If the Company is unable to attribute all of the basis differences to specific assets or liabilities of the investee, the residual excess of the cost of the investment over the proportional fair value of the investee’s assets and liabilities is considered to be equity method goodwill and is recognized within the equity investment balance. The Company subsequently records in the statements of operations its share of income or loss of the other entity within other income (expense), which results in an increase or decrease to the carrying value of the investment. If the share of losses exceeds the carrying value of the Company’s investment, the Company will suspend recognizing additional losses and will continue to do so unless it commits to providing additional funding. The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that a decline in value has occurred that is other than temporary. Evidence considered in this evaluation includes, but would not necessarily be limited to, the financial condition and near-term prospects of the investee, recent operating trends and forecasted performance of the investee, market conditions in the geographic area or industry in which the investee operates and the Company’s strategic plans for holding the investment in relation to the period of time expected for an anticipated recovery of its carrying value. If the investment is determined to have a decline in value deemed to be other than temporary it is written down to estimated fair value. Additionally, if an equity method investee recognizes a goodwill impairment charge in its separate financial statements, the Company will recognize its share of the impairment in its financial statements in the same manner in which it recognizes other earnings of the investee. 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 condensed consolidated statements of operations. 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 within depreciation and amortization in the condensed consolidated statements of operations. Leases The Company determines if an arrangement is a lease at inception. The 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. The 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. The Company has elected to not apply the recognition requirement of ASC 842, Leases Warrants The Company determines the accounting classification of warrants it issues as either liability or equity classified by first assessing whether the warrants meet the liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock 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 gains (losses) in the condensed 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’ equity (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 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 740, Income Taxes 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 no Research and Development Cost The Company accounts for research and development cost (“R&D”) in accordance with FASB ASC 730, Research and Development 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 5 – Equity Method Investment Fair Value Measurements Earnout Shares Liability In connection with the reverse recapitalization and pursuant to the Merger Agreement, eligible former Legacy Montana Equityholders (as defined below) are entitled to receive additional shares of Common Stock upon the Company achieving certain milestones. See Note 4 – Recapitalization. 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 each of the 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 achieve operational viability of a production line, including all permitting, regulatory approvals and necessary or useful inspections. The five-year period and overall settlement mechanics for the Earnout Shares represent contractual inputs. Management’s valuation of the 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 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 815, Derivatives and Hedging The True Up Shares issued under one of the Subscription Agreements do not qualify as equity under ASC 815; therefore, the True Up Shares are 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. The Subject Vesting Shares vest and are no longer subject to forfeiture as described in Note 4 – Recapitalization 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 services 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 are considered compensatory awards 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 net loss per share is computed by giving effect to all potential shares of common stock, including warrants, stock options, Earnout Shares, True Up Shares, Subject Vesting Shares and restricted stock units (“RSUs”), to the extent dilutive. Stock options and warrants with exercise prices greater than the average market price of the Company’s common stock for the period are excluded from the calculation of diluted net income (loss) per share as their inclusion would be anti-dilutive. Additionally, RSUs that vest based on service conditions that have not been achieved as of the end of the period are not included in the computation of basic or diluted earnings per share. Finally, Earnout Shares, True Up Shares and Subject Vesting shares are not included in the calculation of dilutive net income (loss) per share if their conditions are not deemed satisfied for issuance as of the reported period. For the three months and nine months ended September 30, 2024, the warrants, Earnout Shares, Subject Vesting Shares and RSUs were not included in the calculation of dilutive net income (loss) per share. For the three and nine months ended September 30, 2023, due to a net loss, all potential shares of common stock were not included in the calculation of dilutive net loss per share as their effect would have been anti-dilutive. For the three months ended September 30, 2024, dilutive shares included in the calculation or net income (loss) per share of common stock, utilizing the treasury stock method, were 1,279,959 shares of common stock issuable upon the exercise of stock options and 280,102 shares of common stock issuable upon the triggering event of the True Up Shares in the third quarter of 2024. For the nine months ended September 30, 2024, dilutive shares included in the calculation or net income (loss) per share of common stock, utilizing the treasury stock method, were 1,298,378 shares of common stock issuable upon the exercise of options and 93,367 shares of common stock issuable upon the triggering event of the True Up Shares in the third quarter of 2024. The net loss per share of common stock presented in the condensed consolidated statements of operations is based on the following for the three and nine months ended September 30, 2024 and 2023: Three Months Ended September 30, 2024 2023 Class A Class B Class A Class B Basic net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ 32,029,249 $ 2,987,609 $ (3,970,814 ) $ (577,539 ) Denominator: Basic weighted average shares outstanding 51,026,682 4,759,642 32,724,444 4,759,642 Basic net income (loss) per share of common stock $ 0.63 $ 0.63 $ (0.12 ) $ (0.12 ) Diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ 32,110,525 $ 2,906,333 $ (3,970,814 ) $ (577,539 ) Denominator: Diluted weighted average shares outstanding 52,586,743 4,759,642 32,724,444 4,759,642 Diluted net income (loss) per share of common stock $ 0.61 $ 0.61 $ (0.12 ) $ (0.12 ) Nine Months Ended September 30, 2024 2023 Class A Class B Class A Class B Basic net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ 208,427,150 $ 21,574,895 $ (7,349,855 ) $ (1,070,969 ) Denominator: Basic weighted average shares outstanding 45,981,155 4,759,642 32,664,496 4,759,642 Basic net income (loss) per share of common stock $ 4.53 $ 4.53 $ (0.23 ) $ (0.23 ) Diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ 209,003,119 $ 20,998,926 $ (7,349,855 ) $ (1,070,969 ) Denominator: Diluted weighted average shares outstanding 47,372,900 4,759,642 32,664,496 4,759,642 Diluted net income (loss) per share of common stock $ 4.41 $ 4.41 $ (0.23 ) $ (0.23 ) New Accounting Pronouncements 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 In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures,

Recapitalization

Recapitalization	9 Months Ended
Recapitalization	Sep. 30, 2024
Recapitalization [Abstract]
RECAPITALIZATION	Note 4 — RECAPITALIZATION 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, the holders of Legacy Montana equity securities (the “Legacy Montana Equityholders”) received consideration (the “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 recapitalized company (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. In June and September 2024, the Company granted equity awards (pursuant to the terms of the Incentive Plan (as defined below)) to its directors, officers and certain employees of the Company and the AirJoule JV, and the Company expects to continue to provide competitive compensation, benefits and equity awards to key directors, officers and employees going forward in order to incentivize these individuals to continue to provide services to the Company. The Legacy Montana Equityholders have the opportunity to receive additional equity consideration (in each case, in accordance with their respective pro rata share), and the Company has reserved shares of Class A Common Stock that may be issuable in the future upon full completion of construction and achievement of operational viability (including all permitting, regulatory approvals and necessary or useful inspections) of new production capacity of Legacy Montana’s key components or 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 owned 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 (the “Subject Vesting Shares”) shall be vested and no longer be subject to forfeiture as follows: ● During the vesting period, a portion of the Subject Vesting Shares shall vest, from time to time, simultaneously with any Earnout Shares, 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 (as defined below); and ● (A) 690,368 shall vest at such time that the volume weighted average price of Class A common stock on the Nasdaq Capital Market (“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 the 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 ● 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 an investor entered into a Subscription Agreement pursuant to which XPDB agreed to sell 588,235 shares of Class A common stock to the investor 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 the investor up to an additional 840,336 shares of Class A common stock (the “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 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’ equity (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 The Company’s Class A Common Stock 1,725,418 41,061,840 Class B Common Stock 200,000 4,759,642 Transaction Costs During the nine months ended September 30, 2024, based on the 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 $112.7 million.

Equity Method Investment

Equity Method Investment	9 Months Ended
Equity Method Investment	Sep. 30, 2024
Equity Method Investment [Abstract]
EQUITY METHOD INVESTMENT	Note 5 — EQUITY METHOD INVESTMENT AirJoule, LLC On January 25, 2024, Legacy Montana entered into a joint venture formation framework agreement (the “Framework Agreement”) with GE Vernova, a Delaware limited liability company, and, solely for the purposes specified therein, GE Vernova LLC, a Delaware limited liability company (“GE Vernova Parent”), pursuant to which Legacy Montana 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 in which each of Legacy Montana 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”) and in June 2024, GE Vernova contributed $100 to the AirJoule JV. 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, LLC. In applying the equity method, the Company’s investment was initially recorded at fair value on the condensed 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 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 Business Combinations 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 income (loss) reported by AirJoule, LLC are classified as an equity gain (loss) from investment in AirJoule, LLC on the accompanying condensed consolidated statements of operations. 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 September 30, 2024 and for the three and nine months ended September 30, 2024: As of Total current assets $ 7,580,171 Total non-current assets 1,212,585,571 Total assets $ 1,220,165,742 Total current liabilities 3,757,424 Total non-current liabilities 3,242,665 Total liabilities $ 7,000,089 Equity 1,213,165,653 Total liabilities and equity $ 1,220,165,742 AirJoule, LLC assesses its goodwill for impairment annually as of October 1, and more frequently if events and circumstances indicate that goodwill might be impaired. AirJoule, LLC determines the enterprise fair value using an income approach based on estimated discounted future cash flows. Determining the enterprise fair value is judgmental in nature and requires the use of significant estimates and assumptions, including revenue growth rates, EBITDA margins, discount rates, the Company’s market capitalization and future market conditions, among others. The level of judgment and estimation is inherently higher in uncertain economic times. Given the uncertain economic times and AirJoule, LLC’s status as an early stage company with limited operating history and the uncertainties regarding AirJoule, LLC’s successful development and commercialization of its products, there can be no assurance that the estimates and assumptions made for purposes of its goodwill impairment testing in 2024 will prove to be accurate predictions of the future. If AirJoule, LLC’s assumptions, including timing of revenue generation and forecasted EBITDA, are not achieved, then AirJoule, LLC may be required to record goodwill impairment charges in future periods. It is not possible at this time to determine if any such future impairment charge would result or, if it does, whether such charge would be material. Three Months Nine Months Revenue $ — $ — Net loss $ (4,673,107 ) $ (5,887,447 )

Other Accrued Expenses

Other Accrued Expenses	9 Months Ended
Other Accrued Expenses	Sep. 30, 2024
Other Accrued Expenses [Abstract]
OTHER ACCRUED EXPENSES	Note 6 — OTHER ACCRUED EXPENSES The following table summarizes other accrued expenses: As of September 30, As of December 31, Accrued royalty $ 187,500 $ 150,000 Accrued payroll 1,094,425 22,481 Professional services 236,736 58,021 Engineering consulting — 1,700 Business development — 1,425 Accrued other 98,637 10,813 Total other accrued expenses $ 1,617,298 $ 244,440

Leases

Leases	9 Months Ended
Leases	Sep. 30, 2024
Leases [Abstract]
LEASES	Note 7 — LEASES As discussed in Note 8 – Related Party Transactions Lease expense for the company’s operating lease was $9,593 and $22,384, respectively for the three and nine months ended September 30, 2024. Total cash paid for the Company’s operating lease was $2,475 per month with a remaining term of 54 months and a discount rate of 4.69%. Lease expense is included in general and administrative costs on the accompanying condensed consolidated statements of operations. At September 30, 2024, approximate future minimum rental payments required under the lease agreement is as follows: Operating Remainder of 2024 $ 7,425 2025 36,700 2026 39,370 2027 40,945 2028 42,583 Thereafter 10,714 Total undiscounted lease payments 177,737 Less: effects of discounting (17,907 ) Operating Lease Liability $ 159,830 Classified as: Operating lease liability, current $ 27,783 Operating lease liability, non-current $ 132,047

Related Party Transactions

Related Party Transactions	9 Months Ended
Related Party Transactions	Sep. 30, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	Note 8 — RELATED PARTY TRANSACTIONS Lease Agreement The Company had a property lease agreement with its Chief Executive Officer as discussed in Note 7 – 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 and nine months ended September 30, 2024, $0 and $80,000, respectively was accrued and included in general and administrative expenses on the condensed consolidated statement of operations. For the three and nine months ended September 30, 2023, $60,000 and $180,000, respectively was accrued and included in general and administrative expenses on the condensed consolidated statement of operations. On May 1, 2024, this consultancy agreement was terminated. As of September 30, 2024, $0 was owed under this agreement. 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 and nine months ended September 30, 2024, $0 and $20,000, respectively was accrued and included in research and development expenses on the condensed consolidated statement of operations. For the three and nine months ended September 30, 2023, $15,000 and $45,000, respectively was accrued for these services and included in research and development expenses on the condensed consolidated statement of operations. On May 1, 2024, this office services agreement was terminated. As of September 30, 2024, $0 was owed under this agreement. 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. The balance was repaid in May 2024. 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 closing of the Business Combination, the Company assumed this balance and it was subsequently repaid in May 2024. Due from Related Party As described in Note 13 – Subsequent Events Related Party Equity Transactions As described in Note 9 – Stockholders’ Equity (Deficit) The Company granted options and awards to the employees of AirJoule, LLC on June 6, 2024. Additionally, as described in Note 13 – Subsequent Events Stock-based Compensation.

Stockholders_ Equity (Deficit)

Stockholders’ Equity (Deficit)	9 Months Ended
Stockholders’ Equity (Deficit)	Sep. 30, 2024
Stockholders’ Equity (Deficit) [Abstract]
STOCKHOLDERS’ EQUITY (DEFICIT)	Note 9 — 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, 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 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. As part of XPDB’s initial public offering (“IPO”), XPDB issued 14,375,000 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 11,125,000 warrants where each warrant allows the holder to purchase one share of the Company’s Class A common stock at $11.50 per share. In June 2024, 3,942,388 of the Public Warrants were exercised on a cashless basis for a total of 705,758 Class A shares of the Company. As of September 30, 2024, there are 12,657,596 Public Warrants and 8,900,000 Private Placement warrants outstanding. The Private Placement Warrants (including the common stock issuable upon exercise of the Private Placement Warrants) were 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. 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, except that the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable. 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 Public 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 common stock 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 nine months ended September 30, 2024, the Company entered into subscription agreements with various investors (the “Subscription Agreements”), which brought in approximately $61.8 million in gross proceeds. The Company issued and sold 5,807,647 shares of the Class A common stock to investors upon the Closing in exchange for equity interests issued by Legacy Montana pursuant to Subscription Agreements entered into by Legacy Montana with such investors in the first quarter of 2024, which resulted in gross proceeds of approximately $49.4 million, comprised of approximately $43.4 million received in the first quarter of 2024 and approximately $6.0 million in the second quarter of 2024. Of this total, TEP Montana purchased an aggregate of 5,116,176 shares in exchange for approximately $43.5 million pursuant to Subscription Agreements between Legacy Montana and TEP Montana. During the second quarter of 2024, the Company issued and sold an additional 1,238,500 shares of Class A common stock to investors pursuant to Subscription Agreements executed in the second quarter, which resulted in additional gross proceeds of approximately $12.4 million. Equity financing Legacy Montana 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.

Stock-Based Compensation

Stock-Based Compensation	9 Months Ended
Stock-Based Compensation	Sep. 30, 2024
Stock-Based Compensation [Abstract]
STOCK-BASED COMPENSATION	Note 10 — STOCK-BASED COMPENSATION Legacy Montana 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 years, and a grant date fair value of $0.14, as converted. The Company used the Black-Scholes option pricing model to estimate the fair value of stock options. Fair value was estimated at the date of grant. In January, February and March 2024, 13 Legacy Montana option holders exercised their options to purchase a total of 2,141,839 shares of Class A common stock, as converted, for a total purchase price of $56,250. In June 2024, one Legacy Montana option holder exercised its options to purchase a total of 8,000 shares of Class A common stock, as converted, for a total purchase price of $3,920. In September 2024, three Legacy Montana option holders exercised their options to purchase a total of 67,495 shares of Class A common stock, as converted, for a total purchase price of $33,073. As of September 30, 2024, of the 1,259,585 Legacy Montana options that are outstanding, 594,955 options expire on December 7, 2030, 71,395 options expire on March 15, 2031, 307,656 options expire on April 4, 2030, and 285,579 options expire on April 8, 2031. 2024 Incentive Award Plan On March 8, 2024, the holders of XPDB common stock considered and approved the Montana Technologies Corporation’s 2024 Incentive Award Plan (the “Incentive Plan”) and Montana Technologies Corporation’s 2024 Employee Stock Purchase Plan (the “ESPP” and together with the Incentive Plan, the “Incentive Plans”), which became effective immediately upon the Closing on March 14, 2024. Under the Incentive Plans, the Company may grant equity and equity-based awards to certain employees, consultants and non-employee directors award, such as, (a) Incentive Stock Options (granted to employees only) , (b) Non-Qualified Stock Options (“NSOs”), (c) Stock Appreciation Right (“SAR”), (d) Restricted Stock Units (e) Restricted Stock, (f) dividend equivalents and (g) other stock and cash-based awards of the Company (“Incentive Award”). The sum of any cash compensation, or other compensation, and the value (determined as of the grant date in accordance with ASC 718, or any successor thereto) of awards granted to a non-employee director as compensation for services as a non-employee director during any fiscal year of the Company may not exceed $500,000 (or, with respect to the first fiscal year of the Post-Combination Company during which a non-employee director first serves as a non-employee director, $1,000,000). Stock Options Employees Compensation Expense Grant Date NSO Options Exercise Three Months Ended Nine Months Ended June 6, 2024 651,737 (4) 10.23 157,430 201,395 September 9, 2024 (3) 177,747 10.23 5,988 5,988 (1) One-fourth of the total number of shares of Class A common stock subject to the NSOs vest and become exercisable on June 6, 2025, and one-sixteenth of the total number of shares of Class A common stock subject to the Option shall vest and become exercisable on each three (3)-month anniversary thereafter, subject to the applicable employee’s continued service through the applicable vesting date (2) Compensation expense related to these options are included in general and administrative expenses on the accompanying condensed consolidated statement of operations. (3) The vesting commencement date for NSOs granted on September 9, 2024 is June 6, 2024. Per ASC 718-10-35-2, compensation cost for an award of share-based compensation is recognized over the requisite service period. The service period for these awards begins on grant date. The Company considered the requirement in ASC 718-10-35-8 when recognizing current period expense. (4) 2,633 options were forfeited during the three months ended September 30, 2024. Non-employee Directors Compensation Expense Grant Date NSO Options Exercise Three Months Nine Months June 6, 2024 99,540 10.23 96,676 123,530 (1) These NSOs vest and become exercisable in full on the earlier of (i) the one year anniversary of the grant date and (ii) the date of the next annual shareholders’ meeting of the Company following the grant date, subject to the applicable non-employee director’s continued service through the applicable vesting date. (2) Compensation expense related to these options are included in general and administrative expenses on the accompanying condensed consolidated statement of operations. Non-employee Equity Method Investees Compensation Expense Grant Date NSO Options Exercise Three Months Ended Nine Months Ended June 6, 2024 65,832 10.23 15,984 20,424 September 9, 2024 (3) 376,560 10.23 12,685 12,685 (1) One-fourth of the total number of shares of Class A common stock subject to the NSOs vest and become exercisable on June 6, 2025, and one-sixteenth of the total number of shares of Class A common stock subject to the Option shall vest and become exercisable on each three (3)-month anniversary thereafter, subject to the applicable recipient’s continued service through the applicable vesting date (2) Compensation expense related to these options are included in general and administrative expenses on the accompanying condensed consolidated statement of operations. (3) The vesting commencement date for NSOs granted on September 9, 2024 is June 6, 2024. Per ASC 718-10-35-2, compensation cost for an award of share-based compensation is recognized over the requisite service period. The service period for these awards begins on grant date. The Company considered the requirement in ASC 718-10-35-8 when recognizing current period expense. The fair value of the NSOs were determined using the Black-Scholes option-pricing model and were based on the following weighted average assumptions: Grant Date Incentive Plan June 6, September 9, Expected term - years 6.1 10.0 Expected volatility 29.5 % 28.5 % Risk-free interest rate 4.2 % 3.7 % Expected dividends — — Restricted Stock Units Employees Compensation Expense Grant Date Awards (#) (1) Grant Date Fair Value Three Months Ended Nine Months Ended June 6, 2024 247,500 (4) 10.23 157,427 201,393 September 9, 2024 (3) 70,000 5.11 9,563 9,563 (1) These awards vest as to 25% of the total awards granted on each of the first four anniversaries of the applicable vesting commencement date, subject to the applicable employee’s continued service through the applicable vesting date. (2) Compensation expense related to these options are included in general and administrative expenses on the accompanying condensed consolidated statement of operations. (3) The vesting commencement date for RSUs granted on September 9, 2024 is June 6, 2024. Per ASC 718-10-35-2, compensation cost for an award of share-based compensation is recognized over the requisite service period. The service period for these awards begins on grant date. The Company considered the requirement in ASC 718-10-35-8 when recognizing current period expense. (4) 1,000 awards were forfeited during the three months ended September 30, 2024. Non-employee Directors Compensation Expense Grant Date Awards(#) (1) Grant Date Fair Value Three Months Ended Nine Months Ended June 6, 2024 37,800 10.23 96,676 123,529 (1) These awards vest in full on the earlier of (i) the one (1) year anniversary of the grant date and (ii) the date of the next annual shareholders’ meeting of the Company following the grant date, subject to the applicable non-employee director’s continued service through the applicable vesting date. (2) Compensation expense related to these options are included in general and administrative expenses on the accompanying condensed consolidated statement of operations. Non-employee Equity Method Investees Compensation Expense Grant Date Awards (#) (1) Grant Date Fair Value ($) Three Months Ended Nine Months Ended June 6, 2024 25,000 10.23 15,984 20,425 September 9, 2024 (3) 143,000 5.11 19,538 19,538 (1) These awards vest as to 25% of the total awards granted on each of the first four anniversaries of the applicable vesting commencement date, subject to the applicable recipient’s continued service through the applicable vesting date. (2) Compensation expense related to these options are included in general and administrative expenses on the accompanying condensed consolidated statement of operations. (3) The vesting commencement date for RSUs granted on September 9, 2024 is June 6, 2024. Per ASC 718-10-35-2, compensation cost for an award of share-based compensation is recognized over the requisite service period. The service period for these awards begins on grant date. The Company considered the requirement in ASC 718-10-35-8 when recognizing current period expense.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
Fair Value Measurements	Sep. 30, 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 September 30, 2024 Level 1 Level 2 Level 3 Total Liabilities Earnout Shares liability $ — $ — $ 16,570,000 $ 16,570,000 True Up Shares liability — — 2,288,000 2,288,000 Subject Vesting Shares liability — — 4,270,000 4,270,000 Total liabilities $ — $ — $ 23,128,000 $ 23,128,000 Earnout Shares The Legacy Montana Equityholders have the opportunity to receive additional equity consideration (in each case, in accordance with their respective pro rata share) through the 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 the 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 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 each of the 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 which impact the timing of future cash flows 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 Stock Price (1) $ 5.80 $ 10.00 Volatility 40 % 35 % Risk free rate of return 3.50 % 4.24 % Expected term (in years) 4.5 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: Nine Months Ended 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 Change in fair value (13,064,000 ) Balance as of June 30, 2024 48,329,000 Change in fair value (31,759,000 ) Balance as of September 30, 2024 $ 16,570,000 As of September 30, 2024 and March 14, 2024, the estimated fair value of all the Earnout Shares ($16.6 million and $53.7 million, respectively) represents approximately 1,864,718 and 4,627,294 Earnout Shares, respectively. The Earnout Shares liability in the preceding table represents the fair value of the contingent obligation to issue Earnout Shares to Legacy Montana Equityholders (excluding the shares to employees accounted for under ASC 718) upon the achievement of certain Earnout Milestones. For the nine months ended September 30, 2024, the change in the fair value of the earnout liability primarily relates to changes in the timing of cash flows, a decrease in the stock price and an increase in the volatility. True Up Shares liability As discussed in Note 4 - Recapitalization Fair Value Measurements The following table presents the changes in the fair value of the True Up Shares liability: Nine Months 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 Change in fair value 136,000 Balance as of June 30, 2024 422,000 Change in fair value 1,866,000 Balance as of September 30, 2024 $ 2,288,000 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 (the “Sponsor”), XPDB, Legacy Montana and other holders of XPDB’s Class B common stock, $0.0001 par value per share (the “XPDB Class B common stock”), the Sponsor and the other holders of XPDB Class B common stock agreed to, among other things, (i) vote any XPDB Class A common stock, $0.0001 par value per share (the “Class A common stock”), of XPDB or XPDB 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 (i) 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), (ii) agreed not to transfer any public shares and founder shares held by it during the time prior to Closing or the termination of the Business Combination Agreement, (iii) agreed to waive anti-dilution protections and (iv) and 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, and as described above in Note 4 – Recapitalization The following table presents the changes in the fair value of the Subject Vesting Shares liability: Nine 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 Change in fair value (1,759,000 ) Balance as of June 30, 2024 12,458,000 Change in fair value (8,188,000 ) Balance as of September 30, 2024 $ 4,270,000 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 5 – Equity Method Investment

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 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 September 30, 2024 and 2023, respectively and $187,500 and $112,500 was expensed for the nine months ended September 30, 2024 and 2023, respectively. At September 30, 2024 and December 31, 2023, $187,500 and $150,000, respectively, was accrued by the Company in the accompanying condensed consolidated balance sheets. Future minimum royalties are as follows as of September 30, 2024: Remainder of 2024 $ 62,500 2025 and each year through the date the patents expire 300,000 Joint Venture Agreement On October 27, 2021, Legacy Montana 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”). Legacy Montana 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, Legacy Montana and CATL US have each agreed to contribute $6 million to CAMT. Contributions will be 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 Legacy Montana and CATL US) will be subject to the prior mutual agreement of Legacy Montana 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 Legacy Montana. 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 Legacy Montana 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 Legacy Montana or all directors. As of September 30, 2024, no amount was funded to CAMT. The purpose of Legacy Montana’s joint venture with CATL US is to commercialize our AirJoule technology in Asia and Europe and, pursuant to the Amended and Restated Joint Venture Agreement for CAMT, 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 and there has been no activity as of September 30, 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	9 Months Ended
Subsequent Events	Sep. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	Note 13 — SUBSEQUENT EVENTS Statement of Work – Related Party In November 2024, Legacy Montana and AirJoule, LLC executed a statement of work (“AirJoule SOW”) under the Master Services Agreement, dated as of March 4, 2024, by and between Legacy Montana and AirJoule, LLC. Pursuant to the AirJoule SOW, Legacy Montana will provide AirJoule, LLC with engineering and administrative services. Once each calendar year, unless otherwise agreed by the Board of Managers of AirJoule (the “AJ Board”), Legacy Montana will provide equity awards to AirJoule, LLC employees in amounts approved by the AJ Board. AirJoule, LLC will reimburse Legacy Montana for costs incurred related to the AirJoule SOW during a two-year period beginning March 4, 2024 and ending on March 2, 2026. For the three and nine months ended September 30, 2024, $2.0 million of costs were incurred by Legacy Montana related to the AirJoule SOW. These costs are expensed as incurred and recorded as research and development or general and administrative costs in the condensed consolidated statements of operations. Expected reimbursement of costs as of September 30, 2024 was $2.0 million and is recorded as a due from related party receivable on the condensed consolidated balance sheets and within contra-expense accounts on the condensed consolidated statement of operations. According to ASC 855-10-25-1, an entity shall recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements. Though the SOW was not executed until November 2024, conditions existed at the date of the balance sheet. Accordingly, the Company has recognized transactions related to the AirJoule SOW in the financial statements. Class B Common Stock to Class A Common Stock Conversion In November 2024, pursuant to a notice of conversion delivered by the holder of all outstanding shares of Class B common stock to the Company, all outstanding shares of Class B common stock were converted on a one-for-one basis into shares of Class A common stock.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($)	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 35,016,858	$ 13,429,895	$ 181,555,292	$ (4,548,353)	$ (3,037,844)	$ (834,627)	$ 230,002,045	$ (8,420,824)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 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)	9 Months Ended
Accounting Policies, by Policy (Policies)	Sep. 30, 2024
Summary of Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with GAAP, expressed in U.S. dollars. 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.
Unaudited Interim Condensed Financial Statements	Unaudited Interim Condensed Financial Statements The accompanying unaudited condensed consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with GAAP. Operating results for interim periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. The interim financial statements presented herein do not contain all required disclosures under GAAP for annual financial statements. The accompanying unaudited interim condensed financial statements should be read in conjunction with the annual audited financial statements and related notes in the Company's Annual Report on Form 10-K for the year ended December 31, 2023.
Principles of Consolidation	Principles of Consolidation The Company owns a noncontrolling interest in an unconsolidated joint venture with GE Vernova, the 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 gain (loss) from investment in AirJoule JV in its condensed consolidated statements of operations. See further discussion of the Company’s unconsolidated affiliate in Note 5 - Equity Method Investment
Use of Estimates	Use of Estimates The preparation of condensed 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 liabilities associated with the Earnout Shares, True Up Shares and Subject Vesting Shares (as such terms are defined in Note 4 - Recapitalization
Cash, Cash Equivalents and Restricted Cash and Concentration of Credit Risk	Cash, Cash Equivalents and Restricted Cash and Concentration of Credit Risk The Company considers all highly liquid investments with a weighted average maturity of 90 days or less at the time of purchase to be cash equivalents. The carrying values of cash, cash equivalents and restricted cash approximate their fair values due to the short-term nature of these instruments. As of September 30, 2024, there was $20.1 million held in money market funds on the Company’s condensed consolidated balance sheets. 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. A contingent consideration that does not meet all the criteria for equity classification 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 considerations are recognized on the condensed 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 Initial Measurement of Asset Acquisitions Under the equity method of accounting, the Company’s investment is initially recorded at fair value on the consolidated balance sheets. Upon initial investment, the Company evaluates whether there are basis differences between the carrying value and fair value of the Company’s proportionate share of the investee’s underlying net assets. The Company amortizes basis differences identified on a straight-line basis over the underlying assets’ estimated useful lives when calculating the attributable earnings or losses, excluding the basis differences attributable to in-process research and development and goodwill. If the Company is unable to attribute all of the basis differences to specific assets or liabilities of the investee, the residual excess of the cost of the investment over the proportional fair value of the investee’s assets and liabilities is considered to be equity method goodwill and is recognized within the equity investment balance. The Company subsequently records in the statements of operations its share of income or loss of the other entity within other income (expense), which results in an increase or decrease to the carrying value of the investment. If the share of losses exceeds the carrying value of the Company’s investment, the Company will suspend recognizing additional losses and will continue to do so unless it commits to providing additional funding. The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that a decline in value has occurred that is other than temporary. Evidence considered in this evaluation includes, but would not necessarily be limited to, the financial condition and near-term prospects of the investee, recent operating trends and forecasted performance of the investee, market conditions in the geographic area or industry in which the investee operates and the Company’s strategic plans for holding the investment in relation to the period of time expected for an anticipated recovery of its carrying value. If the investment is determined to have a decline in value deemed to be other than temporary it is written down to estimated fair value. Additionally, if an equity method investee recognizes a goodwill impairment charge in its separate financial statements, the Company will recognize its share of the impairment in its financial statements in the same manner in which it recognizes other earnings of the investee.
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 condensed consolidated statements of operations. 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 within depreciation and amortization in the condensed consolidated statements of operations.
Leases	Leases The Company determines if an arrangement is a lease at inception. The 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. The 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. The Company has elected to not apply the recognition requirement of ASC 842, Leases
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 the liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock 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 gains (losses) in the condensed 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’ equity (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 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 740, Income Taxes 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 no
Research and Development Cost	Research and Development Cost The Company accounts for research and development cost (“R&D”) in accordance with FASB ASC 730, Research and Development
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 5 – Equity Method Investment Fair Value Measurements
Earnout Shares Liability	Earnout Shares Liability In connection with the reverse recapitalization and pursuant to the Merger Agreement, eligible former Legacy Montana Equityholders (as defined below) are entitled to receive additional shares of Common Stock upon the Company achieving certain milestones. See Note 4 – Recapitalization. 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 each of the 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 achieve operational viability of a production line, including all permitting, regulatory approvals and necessary or useful inspections. The five-year period and overall settlement mechanics for the Earnout Shares represent contractual inputs. Management’s valuation of the 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
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 815, Derivatives and Hedging The True Up Shares issued under one of the Subscription Agreements do not qualify as equity under ASC 815; therefore, the True Up Shares are 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. The Subject Vesting Shares vest and are no longer subject to forfeiture as described in Note 4 – Recapitalization 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 services 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 are considered compensatory awards 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 net loss per share is computed by giving effect to all potential shares of common stock, including warrants, stock options, Earnout Shares, True Up Shares, Subject Vesting Shares and restricted stock units (“RSUs”), to the extent dilutive. Stock options and warrants with exercise prices greater than the average market price of the Company’s common stock for the period are excluded from the calculation of diluted net income (loss) per share as their inclusion would be anti-dilutive. Additionally, RSUs that vest based on service conditions that have not been achieved as of the end of the period are not included in the computation of basic or diluted earnings per share. Finally, Earnout Shares, True Up Shares and Subject Vesting shares are not included in the calculation of dilutive net income (loss) per share if their conditions are not deemed satisfied for issuance as of the reported period. For the three months and nine months ended September 30, 2024, the warrants, Earnout Shares, Subject Vesting Shares and RSUs were not included in the calculation of dilutive net income (loss) per share. For the three and nine months ended September 30, 2023, due to a net loss, all potential shares of common stock were not included in the calculation of dilutive net loss per share as their effect would have been anti-dilutive. For the three months ended September 30, 2024, dilutive shares included in the calculation or net income (loss) per share of common stock, utilizing the treasury stock method, were 1,279,959 shares of common stock issuable upon the exercise of stock options and 280,102 shares of common stock issuable upon the triggering event of the True Up Shares in the third quarter of 2024. For the nine months ended September 30, 2024, dilutive shares included in the calculation or net income (loss) per share of common stock, utilizing the treasury stock method, were 1,298,378 shares of common stock issuable upon the exercise of options and 93,367 shares of common stock issuable upon the triggering event of the True Up Shares in the third quarter of 2024. The net loss per share of common stock presented in the condensed consolidated statements of operations is based on the following for the three and nine months ended September 30, 2024 and 2023: Three Months Ended September 30, 2024 2023 Class A Class B Class A Class B Basic net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ 32,029,249 $ 2,987,609 $ (3,970,814 ) $ (577,539 ) Denominator: Basic weighted average shares outstanding 51,026,682 4,759,642 32,724,444 4,759,642 Basic net income (loss) per share of common stock $ 0.63 $ 0.63 $ (0.12 ) $ (0.12 ) Diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ 32,110,525 $ 2,906,333 $ (3,970,814 ) $ (577,539 ) Denominator: Diluted weighted average shares outstanding 52,586,743 4,759,642 32,724,444 4,759,642 Diluted net income (loss) per share of common stock $ 0.61 $ 0.61 $ (0.12 ) $ (0.12 ) Nine Months Ended September 30, 2024 2023 Class A Class B Class A Class B Basic net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ 208,427,150 $ 21,574,895 $ (7,349,855 ) $ (1,070,969 ) Denominator: Basic weighted average shares outstanding 45,981,155 4,759,642 32,664,496 4,759,642 Basic net income (loss) per share of common stock $ 4.53 $ 4.53 $ (0.23 ) $ (0.23 ) Diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ 209,003,119 $ 20,998,926 $ (7,349,855 ) $ (1,070,969 ) Denominator: Diluted weighted average shares outstanding 47,372,900 4,759,642 32,664,496 4,759,642 Diluted net income (loss) per share of common stock $ 4.41 $ 4.41 $ (0.23 ) $ (0.23 )
New Accounting Pronouncements	New Accounting Pronouncements 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 In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures,

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	9 Months Ended
Summary of Significant Accounting Policies (Tables)	Sep. 30, 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 Loss Per Share of Common Stock Presented in the Condensed Consolidated Statements of Operations	The net loss per share of common stock presented in the condensed consolidated statements of operations is based on the following for the three and nine months ended September 30, 2024 and 2023: Three Months Ended September 30, 2024 2023 Class A Class B Class A Class B Basic net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ 32,029,249 $ 2,987,609 $ (3,970,814 ) $ (577,539 ) Denominator: Basic weighted average shares outstanding 51,026,682 4,759,642 32,724,444 4,759,642 Basic net income (loss) per share of common stock $ 0.63 $ 0.63 $ (0.12 ) $ (0.12 ) Diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ 32,110,525 $ 2,906,333 $ (3,970,814 ) $ (577,539 ) Denominator: Diluted weighted average shares outstanding 52,586,743 4,759,642 32,724,444 4,759,642 Diluted net income (loss) per share of common stock $ 0.61 $ 0.61 $ (0.12 ) $ (0.12 ) Nine Months Ended September 30, 2024 2023 Class A Class B Class A Class B Basic net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ 208,427,150 $ 21,574,895 $ (7,349,855 ) $ (1,070,969 ) Denominator: Basic weighted average shares outstanding 45,981,155 4,759,642 32,664,496 4,759,642 Basic net income (loss) per share of common stock $ 4.53 $ 4.53 $ (0.23 ) $ (0.23 ) Diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ 209,003,119 $ 20,998,926 $ (7,349,855 ) $ (1,070,969 ) Denominator: Diluted weighted average shares outstanding 47,372,900 4,759,642 32,664,496 4,759,642 Diluted net income (loss) per share of common stock $ 4.41 $ 4.41 $ (0.23 ) $ (0.23 )

Recapitalization (Tables)

Recapitalization (Tables)	9 Months Ended
Recapitalization (Tables)	Sep. 30, 2024
Recapitalization [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’ equity (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 the Number of Legacy Montana Shares	The number of Legacy Montana shares was determined as follows: Legacy The Company’s Class A Common Stock 1,725,418 41,061,840 Class B Common Stock 200,000 4,759,642

Equity Method Investment (Table

Equity Method Investment (Tables)	9 Months Ended
Equity Method Investment (Tables)	Sep. 30, 2024
Equity Method Investment [Abstract]
Schedule of Financial Information	The following tables set forth certain financial information of AirJoule, LLC as of September 30, 2024 and for the three and nine months ended September 30, 2024: As of Total current assets $ 7,580,171 Total non-current assets 1,212,585,571 Total assets $ 1,220,165,742 Total current liabilities 3,757,424 Total non-current liabilities 3,242,665 Total liabilities $ 7,000,089 Equity 1,213,165,653 Total liabilities and equity $ 1,220,165,742
Schedule of Condensed Income Statement	Three Months Nine Months Revenue $ — $ — Net loss $ (4,673,107 ) $ (5,887,447 )

Other Accrued Expenses (Tables)

Other Accrued Expenses (Tables)	9 Months Ended
Other Accrued Expenses (Tables)	Sep. 30, 2024
Other Accrued Expenses [Abstract]
Schedule of Other Accrued Expenses	The following table summarizes other accrued expenses: As of September 30, As of December 31, Accrued royalty $ 187,500 $ 150,000 Accrued payroll 1,094,425 22,481 Professional services 236,736 58,021 Engineering consulting — 1,700 Business development — 1,425 Accrued other 98,637 10,813 Total other accrued expenses $ 1,617,298 $ 244,440

Leases (Tables)

Leases (Tables)	9 Months Ended
Leases (Tables)	Sep. 30, 2024
Leases [Abstract]
Schedule of Future Minimum Rental Payments	At September 30, 2024, approximate future minimum rental payments required under the lease agreement is as follows: Operating Remainder of 2024 $ 7,425 2025 36,700 2026 39,370 2027 40,945 2028 42,583 Thereafter 10,714 Total undiscounted lease payments 177,737 Less: effects of discounting (17,907 ) Operating Lease Liability $ 159,830 Classified as: Operating lease liability, current $ 27,783 Operating lease liability, non-current $ 132,047

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	9 Months Ended
Stock-Based Compensation (Tables)	Sep. 30, 2024
Stock-Based Compensation [Abstract]
Schedule of Stock Options	Employees Compensation Expense Grant Date NSO Options Exercise Three Months Ended Nine Months Ended June 6, 2024 651,737 (4) 10.23 157,430 201,395 September 9, 2024 (3) 177,747 10.23 5,988 5,988 (1) One-fourth of the total number of shares of Class A common stock subject to the NSOs vest and become exercisable on June 6, 2025, and one-sixteenth of the total number of shares of Class A common stock subject to the Option shall vest and become exercisable on each three (3)-month anniversary thereafter, subject to the applicable employee’s continued service through the applicable vesting date (2) Compensation expense related to these options are included in general and administrative expenses on the accompanying condensed consolidated statement of operations. (3) The vesting commencement date for NSOs granted on September 9, 2024 is June 6, 2024. Per ASC 718-10-35-2, compensation cost for an award of share-based compensation is recognized over the requisite service period. The service period for these awards begins on grant date. The Company considered the requirement in ASC 718-10-35-8 when recognizing current period expense. (4) 2,633 options were forfeited during the three months ended September 30, 2024. Non-employee Directors Compensation Expense Grant Date NSO Options Exercise Three Months Nine Months June 6, 2024 99,540 10.23 96,676 123,530 (1) These NSOs vest and become exercisable in full on the earlier of (i) the one year anniversary of the grant date and (ii) the date of the next annual shareholders’ meeting of the Company following the grant date, subject to the applicable non-employee director’s continued service through the applicable vesting date. (2) Compensation expense related to these options are included in general and administrative expenses on the accompanying condensed consolidated statement of operations. Non-employee Equity Method Investees Compensation Expense Grant Date NSO Options Exercise Three Months Ended Nine Months Ended June 6, 2024 65,832 10.23 15,984 20,424 September 9, 2024 (3) 376,560 10.23 12,685 12,685 (1) One-fourth of the total number of shares of Class A common stock subject to the NSOs vest and become exercisable on June 6, 2025, and one-sixteenth of the total number of shares of Class A common stock subject to the Option shall vest and become exercisable on each three (3)-month anniversary thereafter, subject to the applicable recipient’s continued service through the applicable vesting date (2) Compensation expense related to these options are included in general and administrative expenses on the accompanying condensed consolidated statement of operations. (3) The vesting commencement date for NSOs granted on September 9, 2024 is June 6, 2024. Per ASC 718-10-35-2, compensation cost for an award of share-based compensation is recognized over the requisite service period. The service period for these awards begins on grant date. The Company considered the requirement in ASC 718-10-35-8 when recognizing current period expense. (1) These awards vest as to 25% of the total awards granted on each of the first four anniversaries of the applicable vesting commencement date, subject to the applicable employee’s continued service through the applicable vesting date. (2) Compensation expense related to these options are included in general and administrative expenses on the accompanying condensed consolidated statement of operations. (3) The vesting commencement date for RSUs granted on September 9, 2024 is June 6, 2024. Per ASC 718-10-35-2, compensation cost for an award of share-based compensation is recognized over the requisite service period. The service period for these awards begins on grant date. The Company considered the requirement in ASC 718-10-35-8 when recognizing current period expense. (4) 1,000 awards were forfeited during the three months ended September 30, 2024.
Schedule of Fair Value of NSOs Determined Using Black-Scholes Option-Pricing Model	The fair value of the NSOs were determined using the Black-Scholes option-pricing model and were based on the following weighted average assumptions: Grant Date Incentive Plan June 6, September 9, Expected term - years 6.1 10.0 Expected volatility 29.5 % 28.5 % Risk-free interest rate 4.2 % 3.7 % Expected dividends — —
Schedule of Restricted Stock Units	Employees Compensation Expense Grant Date Awards (#) (1) Grant Date Fair Value Three Months Ended Nine Months Ended June 6, 2024 247,500 (4) 10.23 157,427 201,393 September 9, 2024 (3) 70,000 5.11 9,563 9,563 (1) These awards vest as to 25% of the total awards granted on each of the first four anniversaries of the applicable vesting commencement date, subject to the applicable employee’s continued service through the applicable vesting date. (2) Compensation expense related to these options are included in general and administrative expenses on the accompanying condensed consolidated statement of operations. (3) The vesting commencement date for RSUs granted on September 9, 2024 is June 6, 2024. Per ASC 718-10-35-2, compensation cost for an award of share-based compensation is recognized over the requisite service period. The service period for these awards begins on grant date. The Company considered the requirement in ASC 718-10-35-8 when recognizing current period expense. (4) 1,000 awards were forfeited during the three months ended September 30, 2024. Non-employee Directors Compensation Expense Grant Date Awards(#) (1) Grant Date Fair Value Three Months Ended Nine Months Ended June 6, 2024 37,800 10.23 96,676 123,529 (1) These awards vest in full on the earlier of (i) the one (1) year anniversary of the grant date and (ii) the date of the next annual shareholders’ meeting of the Company following the grant date, subject to the applicable non-employee director’s continued service through the applicable vesting date. (2) Compensation expense related to these options are included in general and administrative expenses on the accompanying condensed consolidated statement of operations. Non-employee Equity Method Investees Compensation Expense Grant Date Awards (#) (1) Grant Date Fair Value ($) Three Months Ended Nine Months Ended June 6, 2024 25,000 10.23 15,984 20,425 September 9, 2024 (3) 143,000 5.11 19,538 19,538 (1) These awards vest as to 25% of the total awards granted on each of the first four anniversaries of the applicable vesting commencement date, subject to the applicable recipient’s continued service through the applicable vesting date. (2) Compensation expense related to these options are included in general and administrative expenses on the accompanying condensed consolidated statement of operations. (3) The vesting commencement date for RSUs granted on September 9, 2024 is June 6, 2024. Per ASC 718-10-35-2, compensation cost for an award of share-based compensation is recognized over the requisite service period. The service period for these awards begins on grant date. The Company considered the requirement in ASC 718-10-35-8 when recognizing current period expense.

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
Fair Value Measurements (Tables)	Sep. 30, 2024
Fair Value Measurements [Abstract]
Schedule of Liabilities Subject to Fair Value Measurements	Liabilities subject to fair value measurements are as follows: As of September 30, 2024 Level 1 Level 2 Level 3 Total Liabilities Earnout Shares liability $ — $ — $ 16,570,000 $ 16,570,000 True Up Shares liability — — 2,288,000 2,288,000 Subject Vesting Shares liability — — 4,270,000 4,270,000 Total liabilities $ — $ — $ 23,128,000 $ 23,128,000
Schedule of Estimated Fair Value Earnout Shares	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 Stock Price (1) $ 5.80 $ 10.00 Volatility 40 % 35 % Risk free rate of return 3.50 % 4.24 % Expected term (in years) 4.5 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: Nine Months Ended 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 Change in fair value (13,064,000 ) Balance as of June 30, 2024 48,329,000 Change in fair value (31,759,000 ) Balance as of September 30, 2024 $ 16,570,000
Schedule of True Up Shares liability	The following table presents the changes in the fair value of the True Up Shares liability: Nine Months 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 Change in fair value 136,000 Balance as of June 30, 2024 422,000 Change in fair value 1,866,000 Balance as of September 30, 2024 $ 2,288,000
Schedule of Vesting Shares Liability	The following table presents the changes in the fair value of the Subject Vesting Shares liability: Nine 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 Change in fair value (1,759,000 ) Balance as of June 30, 2024 12,458,000 Change in fair value (8,188,000 ) Balance as of September 30, 2024 $ 4,270,000

Commitments and Contingencies (

Commitments and Contingencies (Tables)	9 Months Ended
Commitments and Contingencies (Tables)	Sep. 30, 2024
Commitments and Contingencies [Abstract]
Schedule of Future Minimum Royalties	Future minimum royalties are as follows as of September 30, 2024: Remainder of 2024 $ 62,500 2025 and each year through the date the patents expire 300,000

Organization and Business Ope_2

Organization and Business Operations (Details) - shares	9 Months Ended
Organization and Business Operations (Details) - shares	Sep. 30, 2024	Jan. 25, 2024
GE Vernova [Member]
Organization and Business Operations [Line Items]
Percentage of interest		50%
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 B Common Stock [Member] \| Legacy Montana’s [Member]
Organization and Business Operations [Line Items]
Newly issued shares	23.8

Liquidity and Capital Resourc_2

Liquidity and Capital Resources (Details) - USD ($)			3 Months Ended	9 Months Ended
Liquidity and Capital Resources (Details) - USD ($)	Jun. 30, 2024	May 31, 2024	Mar. 31, 2024	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Liquidity and Capital Resources [Line Items]
Accumulated deficit				$ 212,833,944	$ (17,168,101)
Working capital				29,100,000
Cash, cash equivalents and restricted cash				30,687,544	$ 375,796	$ 1,329,444	$ 5,211,486
Restricted cash				$ 30,000
Gross proceeds received	$ 12,400,000	$ 6,000,000	$ 43,400,000
Capital contribution			10,000,000
GE Vernova [Member]
Liquidity and Capital Resources [Line Items]
Capital contribution			$ 90,000,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2024	Dec. 31, 2023
Summary of Significant Accounting Policies [Line Items]
Money market funds	$ 20.1	$ 20.1
Cash equivalents
Insured limits amount	9.8	9.8	0.1
Deferred tax liabilities	83.2	83.2
Uncertain tax positions
Unrecognized tax benefits
Accrued interest and penalties
Annualized amount	$ 50	$ 50
Subject vesting shares (in Dollars per share)		$ 12
Vesting addition shares (in Dollars per share)		$ 14
Unrecognized stock-based compensation expense		$ 4.5
Equity Option [Member]
Summary of Significant Accounting Policies [Line Items]
Dilutive shares (in Shares)	1,279,959	1,298,378
True Up Shares [Member]
Summary of Significant Accounting Policies [Line Items]
Dilutive shares (in Shares)	280,102	93,367

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of Estimated Useful Lives	Sep. 30, 2024
Machinery and Equipment [Member]
Schedule of Estimated Useful Lives [Line Items]
Estimated useful lives	3 years
Vehicles [Member]
Schedule of Estimated Useful Lives [Line Items]
Estimated useful lives	3 years

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of Net Loss Per Share of Common Stock Presented in the Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Class A Common Stock [Member]
Numerator:
Allocation of net income (loss)	$ 32,029,249	$ (3,970,814)	$ 208,427,150	$ (7,349,855)
Denominator:
Basic weighted average shares outstanding	51,026,682	32,724,444	45,981,155	32,664,496
Basic net income (loss) per share of common stock	$ 0.63	$ (0.12)	$ 4.53	$ (0.23)
Allocation of net income (loss)	$ 32,110,525	$ (3,970,814)	$ 209,003,119	$ (7,349,855)
Diluted weighted average shares outstanding	52,586,743	32,724,444	47,372,900	32,664,496
Diluted net income (loss) per share of common stock	$ 0.61	$ (0.12)	$ 4.41	$ (0.23)
Class B Common Stock [Member]
Numerator:
Allocation of net income (loss)	$ 2,987,609	$ (577,539)	$ 21,574,895	$ (1,070,969)
Denominator:
Basic weighted average shares outstanding	4,759,642	4,759,642	4,759,642	4,759,642
Basic net income (loss) per share of common stock	$ 0.63	$ (0.12)	$ 4.53	$ (0.23)
Allocation of net income (loss)	$ 2,906,333	$ (577,539)	$ 20,998,926	$ (1,070,969)
Diluted weighted average shares outstanding	4,759,642	4,759,642	4,759,642	4,759,642
Diluted net income (loss) per share of common stock	$ 0.61	$ (0.12)	$ 4.41	$ (0.23)

Recapitalization (Details)

Recapitalization (Details) - USD ($) $ / shares in Units, $ in Millions		9 Months Ended
	Mar. 08, 2024	Sep. 30, 2024	Dec. 31, 2023
Recapitalization [Line Items]
Voting rights		one
Owned shares least percentage		80%
Vesting shares		1,380,736
Weighted average price, vesting per share (in Dollars per share)		$ 12
Vested shares		690,368
Aggregate purchase price (in Dollars)	$ 5
Gross proceeds (in Dollars)		$ 7.5
Transaction costs (in Dollars)		54.7
Earnout shares liability (in Dollars)		53.7
Aggregate payment (in Dollars)		112.7
Business Combination [Member]
Recapitalization [Line Items]
Gross proceeds (in Dollars)		$ 5
Legacy Montana’s [Member]
Recapitalization [Line Items]
Total outstanding percentage		18%
Bloomberg L.P. [Member]
Recapitalization [Line Items]
Vested shares		690,368
Nasdaq [Member]
Recapitalization [Line Items]
Vested shares		690,368
PIPE Investment [Member]
Recapitalization [Line Items]
Other fees total (in Dollars)		$ 7.5
Class A Common Stock [Member]
Recapitalization [Line Items]
Newly issued shares price per share (in Dollars per share)		$ 10
Total outstanding percentage		100%
Vesting shares		5,447,233
Weighted average price, vesting per share (in Dollars per share)		$ 12
Number of shares agreed to sell	588,235
Common stock share issued		51,083,523	32,731,583
Warrants issued		705,758
Redemption of shares		10,381,983
Class A Common Stock [Member] \| Common Stock [Member]
Recapitalization [Line Items]
Vesting shares		690,368
Weighted average price, vesting per share (in Dollars per share)		$ 14
Class A Common Stock [Member] \| True Up Shares [Member]
Recapitalization [Line Items]
Common stock share issued	840,336
Class A Common Stock [Member] \| Sponsor [Member]
Recapitalization [Line Items]
Converted shares		6,827,969
Class B Common Stock [Member]
Recapitalization [Line Items]
Newly issued shares price per share (in Dollars per share)		$ 10
Total outstanding percentage		7%
Common stock share issued		4,759,642	4,759,642
Public Warrants [Member]
Recapitalization [Line Items]
Warrants issued		14,375,000
Private Placement Warrant [Member]
Recapitalization [Line Items]
Warrants issued		11,125,000

Recapitalization (Details) - Sc

Recapitalization (Details) - Schedule of Business Combination - Business Combination [Member]	Mar. 31, 2024 USD ($)
Schedule of Business Combination [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 (Details) - _2

Recapitalization (Details) - Schedule of Common Stock Issued	Sep. 30, 2024 shares
Class of Stock [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]
Class of Stock [Line Items]
XPDB Class common stock, outstanding prior to the Business Combination	10,608,178
Class B Common Stock [Member]
Class of Stock [Line Items]
XPDB Class common stock, outstanding prior to the Business Combination	7,187,500

Recapitalization (Details) - _3

Recapitalization (Details) - Schedule of the Number of Legacy Montana Shares	9 Months Ended
	Sep. 30, 2024 shares
Legacy Montana Units [Member]
Class of Stock [Line Items]
Legacy Montana Units	200,000
The Company’s Shares after conversion ratio [Member]
Class of Stock [Line Items]
The Company’s Shares after conversion ratio	4,759,642
Class A Common Stock [Member] \| Legacy Montana Units [Member]
Class of Stock [Line Items]
Legacy Montana Units	1,725,418
Class A Common Stock [Member] \| The Company’s Shares after conversion ratio [Member]
Class of Stock [Line Items]
The Company’s Shares after conversion ratio	41,061,840

Equity Method Investment (Detai

Equity Method Investment (Details) - USD ($)		9 Months Ended
Equity Method Investment (Details) - USD ($)	Jan. 25, 2024	Sep. 30, 2024	Mar. 31, 2024
Equity Method Investment [Line Items]
Percentage of interest	50%
Agreement term		2 years
Closing contribution			$ 10,000,000
Capital contributions percentage		9.50%
Fair market value of interest		$ 5,000,000
Recognized amount		333,500,000
Deferred tax liability		$ 87,800,000
Percentage of estimated weighted average cost of capital		12.50%
AirJoule, LLC [Member]
Equity Method Investment [Line Items]
Contributed cash		$ 10,000,000
GE Vernova’s [Member]
Equity Method Investment [Line Items]
Closing contribution		$ 100
Interest rate percentage		50%
Purchase price (in Dollars per share)		$ 1
AirJoule JV [Member]
Equity Method Investment [Line Items]
Closing contribution		$ 10,000,000
Interest rate percentage		50%
AirJoule JV [Member] \| GE Vernova’s [Member]
Equity Method Investment [Line Items]
Closing contribution		$ 90,000,000

Equity Method Investment (Det_2

Equity Method Investment (Details) - Schedule of Financial Information - Variable Interest Entity, Primary Beneficiary [Member]	Sep. 30, 2024 USD ($)
Schedule of Financial Information [Line Items]
Total current assets	$ 7,580,171
Total non-current assets	1,212,585,571
Total assets	1,220,165,742
Total current liabilities	3,757,424
Total non-current liabilities	3,242,665
Total liabilities	7,000,089
Equity	1,213,165,653
Total liabilities and stockholders’ equity	$ 1,220,165,742

Equity Method Investment (Det_3

Equity Method Investment (Details) - Schedule of Condensed Income Statement - VIE [Member] - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2024
Schedule of Condensed Income Statement [Line Items]
Revenue
Net income (loss)	$ (4,673,107)	$ (5,887,447)

Other Accrued Expenses (Details

Other Accrued Expenses (Details) - Schedule of Other Accrued Expenses - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Schedule of Other Accrued Expenses [Abstract]
Accrued royalty	$ 187,500	$ 150,000
Accrued payroll	1,094,425	22,481
Professional services	236,736	58,021
Engineering consulting		1,700
Business development		1,425
Accrued other	98,637	10,813
Total other accrued expenses	$ 1,617,298	$ 244,440

Leases (Details)

Leases (Details) - USD ($)	3 Months Ended		9 Months Ended
Leases (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Leases [Line Items]
Lease expenses	$ 0	$ 6,000	$ 6,000	$ 18,000
Total cash paid			$ 2,475
Remaining term	54 months		54 months
Discount rate	4.69%		4.69%
Leases [Member]
Leases [Line Items]
Lease expenses	$ 9,593		$ 22,384

Leases (Details) - Schedule of

Leases (Details) - Schedule of Future Minimum Rental Payments - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Schedule of Future Minimum Rental Payments [Abstract]
Remainder of 2024	$ 7,425
2025	36,700
2026	39,370
2027	40,945
2028	42,583
Thereafter	10,714
Total undiscounted lease payments	177,737
Less: effects of discounting	(17,907)
Operating Lease Liability	159,830
Classified as:
Operating lease liability, current	27,783	$ 22,237
Operating lease liability, non-current	$ 132,047	$ 27,299

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)				3 Months Ended		9 Months Ended
Related Party Transactions (Details) - USD ($)	Dec. 09, 2021	Oct. 31, 2020	Jan. 01, 2019	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Related Party Transactions [Line Items]
Lease agreement terminate						March 14, 2024
Owed under this agreement				$ 0		$ 0
Sponsor fee	$ 20,000
Related party transaction amounts	$ 540,000
Reimbursement of costs						1,400,000
XPDB [Member]
Related Party Transactions [Line Items]
Sponsor contributed amount								$ 900,000
AirJoule, LLC [Member]
Related Party Transactions [Line Items]
Due from related party receivable				600,000		600,000
Lease Agreement [Member]
Related Party Transactions [Line Items]
Accounts payable				0		0		$ 2,000
Consultancy Agreement [Member]
Related Party Transactions [Line Items]
General and administrative expenses				0	$ 60,000	80,000	$ 180,000
Office Services Agreement [Member]
Related Party Transactions [Line Items]
Monthly payment		$ 5,000
General and administrative expenses				0	$ 15,000	20,000	$ 45,000
Owed under this agreement				$ 0		$ 0
Chief Executive Officer [Member]
Related Party Transactions [Line Items]
Monthly payment			$ 20,000

Stockholders_ Equity (Deficit)

Stockholders’ Equity (Deficit) (Details) - USD ($)		1 Months Ended			3 Months Ended		9 Months Ended
Stockholders’ Equity (Deficit) (Details) - USD ($)	Mar. 08, 2024	Mar. 31, 2024	Feb. 29, 2024	Jan. 31, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2024	Dec. 31, 2023
Stockholders’ Equity (Deficit) [Line Items]
Preferred stock, shares authorized							25,000,000	25,000,000
Preferred stock, par value (in Dollars per share)							$ 0.0001	$ 0.0001
Preferred stock issued							0	0
Preferred stock outstanding							0	0
Capital stock percentage							80%
Aggregate percentage							33%
Exercised of warrants		380,771	380,771	380,771		380,771
Warrant purchase price (in Dollars)		$ 45,760	$ 45,760	$ 45,760
Gross proceeds (in Dollars)						$ 43,400,000	$ 61,800,000
Shares sold						5,807,647
Cash proceeds (in Dollars)					$ 12,400,000
Montana Technologies LLC [Member]
Stockholders’ Equity (Deficit) [Line Items]
Converted shares							105,331
Warrant [Member]
Stockholders’ Equity (Deficit) [Line Items]
Sale of warrants							11,125,000
Public Warrants [Member]
Stockholders’ Equity (Deficit) [Line Items]
Warrants outstanding							12,657,596
Exercise price per share (in Dollars per share)							$ 0.01
Written notice period							30 days
Trading days for redemption of warrants							20 days
Consecutive trading days for redemption of warrants							30 days
Warrant redemption condition minimum share price (in Dollars per share)							$ 18
Private Placement Warrant [Member]
Stockholders’ Equity (Deficit) [Line Items]
Warrants outstanding							8,900,000
Subscription Agreements [Member]
Stockholders’ Equity (Deficit) [Line Items]
Gross proceeds (in Dollars)					$ 6,000,000	$ 49,400,000
Shares sold					1,238,500
Purchase value (in Dollars)					$ 5,116,176
Share purchased					43,500,000
Class A Common Stock [Member]
Stockholders’ Equity (Deficit) [Line Items]
Common stock authorized							600,000,000	600,000,000
Common stock par value (in Dollars per share)							$ 0.0001	$ 0.0001
Common stock issued							51,083,523	32,731,583
Common stock outstanding							51,083,523	32,731,583
Share voting							Each share of Class A Common Stock has one vote and has similar rights and obligations.
Warrants outstanding							705,758
Purchase warrants							1
Sale of warrants	588,235
Price per share (in Dollars per share)							$ 11.5
Class A Common Stock [Member] \| Warrant [Member]
Stockholders’ Equity (Deficit) [Line Items]
Purchase warrants							1
Class A Common Stock [Member] \| Public Warrants [Member]
Stockholders’ Equity (Deficit) [Line Items]
Warrants outstanding							3,942,388
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
Common stock par value (in Dollars per share)							$ 0.0001	$ 0.0001
Common stock issued							4,759,642	4,759,642
Common stock outstanding							4,759,642	4,759,642
Series B Preferred Units [Member]
Stockholders’ Equity (Deficit) [Line Items]
Preferred units							4,426
IPO [Member]
Stockholders’ Equity (Deficit) [Line Items]
Warrants outstanding							14,375,000

Stock-Based Compensation (Detai

Stock-Based Compensation (Details) - USD ($)		1 Months Ended				9 Months Ended
Stock-Based Compensation (Details) - USD ($)	Apr. 05, 2023	Jun. 30, 2024	Mar. 31, 2024	Feb. 29, 2024	Jan. 31, 2024	Sep. 30, 2024
Stock-Based Compensation [Line Items]
Number of options granted	383,151
Grant date fair value converted price (in Dollars per share)	$ 0.14
Options to purchase						67,495
Total purchase price (in Dollars)						$ 33,073
Number of outstanding options						1,259,585
Options forfeited						2,633
Awards of forfeited						1,000
Awards Vest [Member]
Stock-Based Compensation [Line Items]
Percentage of vest shares						25%
Subject Vesting Shares [Member]
Stock-Based Compensation [Line Items]
Percentage of vest shares						25%
2024 Incentive Award Plan [Member]
Stock-Based Compensation [Line Items]
Awards granted (in Dollars)						$ 500,000
Non-employee director, post combination (in Dollars)						$ 1,000,000
Stock Option 1 [Member]
Stock-Based Compensation [Line Items]
Number of options						594,955
Options expire term						Dec. 07, 2030
Stock Option 2 [Member]
Stock-Based Compensation [Line Items]
Number of options						71,395
Options expire term						Mar. 15, 2031
Stock Option 3 [Member]
Stock-Based Compensation [Line Items]
Number of options						307,656
Options expire term						Apr. 04, 2030
Stock Option 4 [Member]
Stock-Based Compensation [Line Items]
Number of options						285,579
Options expire term						Apr. 08, 2031
Class A Common Stock [Member]
Stock-Based Compensation [Line Items]
Exercise price (in Dollars per share)	$ 0.49
Options to purchase		8,000	2,141,839	2,141,839	2,141,839
Total purchase price (in Dollars)		$ 3,920	$ 56,250	$ 56,250	$ 56,250

Stock-Based Compensation (Det_2

Stock-Based Compensation (Details) - Schedule of Stock Options	3 Months Ended		9 Months Ended
	Sep. 30, 2024 USD ($) shares		Sep. 30, 2024 USD ($) $ / shares shares
June 6, 2024 [Member] \| Employees [Member]
Stock-Based Compensation [Line Items]
NSO Options \| shares	651,737	[1],[2]	651,737	[1],[2]
Exercise Price \| $ / shares			$ 10.23
Compensation Expense \| $	$ 157,430	[3]	$ 201,395	[3]
June 6, 2024 [Member] \| Non-employee Directors [Member]
Stock-Based Compensation [Line Items]
NSO Options \| shares	99,540	[4]	99,540	[4]
Exercise Price \| $ / shares			$ 10.23
Compensation Expense \| $	$ 96,676	[3]	$ 123,530	[3]
June 6, 2024 [Member] \| Non-employee Equity Method Investees [Member]
Stock-Based Compensation [Line Items]
NSO Options \| shares	65,832	[5]	65,832	[5]
Exercise Price \| $ / shares			$ 10.23
Compensation Expense \| $	$ 15,984	[3]	$ 20,424	[3]
September 9, 2024 [Member] \| Employees [Member]
Stock-Based Compensation [Line Items]
NSO Options \| shares	177,747	[2],[6]	177,747	[2],[6]
Exercise Price \| $ / shares			$ 10.23	[6]
Compensation Expense \| $	$ 5,988	[3],[6]	$ 5,988	[3],[6]
September 9, 2024 [Member] \| Non-employee Equity Method Investees [Member]
Stock-Based Compensation [Line Items]
NSO Options \| shares	376,560	[5],[6]	376,560	[5],[6]
Exercise Price \| $ / shares			$ 10.23	[6]
Compensation Expense \| $	$ 12,685	[3],[6]	$ 12,685	[3],[6]

[1]2,633 options were forfeited during the three months ended September 30, 2024.[2]One-fourth of the total number of shares of Class A common stock subject to the NSOs vest and become exercisable on June 6, 2025, and one-sixteenth of the total number of shares of Class A common stock subject to the Option shall vest and become exercisable on each three (3)-month anniversary thereafter, subject to the applicable employee’s continued service through the applicable vesting date[3]Compensation expense related to these options are included in general and administrative expenses on the accompanying condensed consolidated statement of operations.[4]These NSOs vest and become exercisable in full on the earlier of (i) the one year anniversary of the grant date and (ii) the date of the next annual shareholders’ meeting of the Company following the grant date, subject to the applicable non-employee director’s continued service through the applicable vesting date.[5]One-fourth of the total number of shares of Class A common stock subject to the NSOs vest and become exercisable on June 6, 2025, and one-sixteenth of the total number of shares of Class A common stock subject to the Option shall vest and become exercisable on each three (3)-month anniversary thereafter, subject to the applicable recipient’s continued service through the applicable vesting date[6]The vesting commencement date for NSOs granted on September 9, 2024 is June 6, 2024. Per ASC 718-10-35-2, compensation cost for an award of share-based compensation is recognized over the requisite service period. The service period for these awards begins on grant date. The Company considered the requirement in ASC 718-10-35-8 when recognizing current period expense.

Stock-Based Compensation (Det_3

Stock-Based Compensation (Details) - Schedule of Fair Value of NSOs Determined Using Black-Scholes Option-Pricing Model	Sep. 09, 2024	Jun. 06, 2024
Stock-Based Compensation [Line Items]
Expected term - years	10 years	6 years 1 month 6 days
Expected volatility	28.50%	29.50%
Risk-free interest rate	3.70%	4.20%
Expected dividends

Stock-Based Compensation (Det_4

Stock-Based Compensation (Details) - Schedule of Restricted Stock Units - Restricted Stock Units [Member] - USD ($)		3 Months Ended	9 Months Ended
		Sep. 30, 2024	Sep. 30, 2024
June 6, 2024 [Member] \| Employees [Member]
Schedule of Restricted Stock Units [Line Items]
Awards (in Shares)	[1],[2]		247,500
Grant Date Fair Value (in Dollars per share)			$ 10.23
Compensation Expense	[3]	$ 157,427	$ 201,393
June 6, 2024 [Member] \| Non-employee Directors [Member]
Schedule of Restricted Stock Units [Line Items]
Awards (in Shares)	[4]		37,800
Grant Date Fair Value (in Dollars per share)			$ 10.23
Compensation Expense	[3]	96,676	$ 123,529
June 6, 2024 [Member] \| Non-employee Equity Method Investees [Member]
Schedule of Restricted Stock Units [Line Items]
Awards (in Shares)	[5]		25,000
Grant Date Fair Value (in Dollars per share)			$ 10.23
Compensation Expense	[3]	15,984	$ 20,425
September 9, 2024 [Member] \| Employees [Member]
Schedule of Restricted Stock Units [Line Items]
Awards (in Shares)	[2],[6]		70,000
Grant Date Fair Value (in Dollars per share)	[6]		$ 5.11
Compensation Expense	[3],[6]	9,563	$ 9,563
September 9, 2024 [Member] \| Non-employee Equity Method Investees [Member]
Schedule of Restricted Stock Units [Line Items]
Awards (in Shares)	[5],[6]		143,000
Grant Date Fair Value (in Dollars per share)	[6]		$ 5.11
Compensation Expense	[3],[6]	$ 19,538	$ 19,538

[1]1,000 awards were forfeited during the three months ended September 30, 2024.[2]These awards vest as to 25% of the total awards granted on each of the first four anniversaries of the applicable vesting commencement date, subject to the applicable employee’s continued service through the applicable vesting date.[3]Compensation expense related to these options are included in general and administrative expenses on the accompanying condensed consolidated statement of operations.[4]These awards vest in full on the earlier of (i) the one (1) year anniversary of the grant date and (ii) the date of the next annual shareholders’ meeting of the Company following the grant date, subject to the applicable non-employee director’s continued service through the applicable vesting date.[5]These awards vest as to 25% of the total awards granted on each of the first four anniversaries of the applicable vesting commencement date, subject to the applicable recipient’s continued service through the applicable vesting date.[6]The vesting commencement date for RSUs granted on September 9, 2024 is June 6, 2024. Per ASC 718-10-35-2, compensation cost for an award of share-based compensation is recognized over the requisite service period. The service period for these awards begins on grant date. The Company considered the requirement in ASC 718-10-35-8 when recognizing current period expense.

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)			3 Months Ended	9 Months Ended
Fair Value Measurements (Details) - USD ($)	Mar. 14, 2024	Mar. 08, 2024	Sep. 30, 2024	Sep. 30, 2024	Dec. 31, 2023
Fair Value Measurements [Line Items]
Earnout shares liability			$ 16,570,000	$ 16,570,000
Percentage of aggregate earnout shares				79%
Annualized EBITDA per production line				$ 50,000,000
Earnout term				5 years
Earnout shares (in Shares)			1,864,718	1,864,718
Weighted average price (in Dollars per share)			$ 8.5
Vesting related to the earnout milestone amount				$ 14
Subject Vesting Shares [Member]
Fair Value Measurements [Line Items]
Price per share (in Dollars per share)			$ 14	$ 14
Business Combination [Member]
Fair Value Measurements [Line Items]
Price per share (in Dollars per share)	$ 10
Legacy Montana Units [Member]
Fair Value Measurements [Line Items]
Percentage of aggregate earnout shares				21%
Legacy Montana Equity Holders [Member]
Fair Value Measurements [Line Items]
Earnout shares liability			$ 200,000,000	$ 200,000,000
Earnout shares (in Shares)	4,627,294
Monte Carlo Pricing Model [Member]
Fair Value Measurements [Line Items]
Vesting related to the earnout milestone amount				12
Maximum [Member]
Fair Value Measurements [Line Items]
Earnout shares liability			$ 200,000,000	200,000,000
Estimated fair value of earnout shares				$ 16,600,000
Minimum [Member]
Fair Value Measurements [Line Items]
Estimated fair value of earnout shares	$ 53,700,000
Class A Common Stock [Member]
Fair Value Measurements [Line Items]
Price per share (in Dollars per share)			$ 10	$ 10
Agreed shares (in Shares)		588,235
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	$ 0.0001
Class A Common Stock [Member] \| Subject Vesting Shares [Member]
Fair Value Measurements [Line Items]
Price per share (in Dollars per share)			12	12
Class B Common Stock [Member]
Fair Value Measurements [Line Items]
Price per share (in Dollars per share)			10	10
Common stock par value per share (in Dollars per share)			$ 0.0001	$ 0.0001	$ 0.0001
Subject Vesting Shares [Member]
Fair Value Measurements [Line Items]
Percentage of aggregate earnout shares				50%

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of Liabilities Subject to Fair Value Measurements	Sep. 30, 2024 USD ($)
Liabilities
Earnout Shares liability	$ 16,570,000
True Up Shares liability	2,288,000
Subject Vesting Shares liability	4,270,000
Total liabilities	23,128,000
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	16,570,000
True Up Shares liability	2,288,000
Subject Vesting Shares liability	4,270,000
Total liabilities	$ 23,128,000

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of Estimated Fair Value Earnout Shares		Sep. 30, 2024	Mar. 14, 2024
Stock Price [Member]
Schedule of Estimated Fair Value Earnout Shares [Line Items]
Derivative liability, measurement input	[1]	5.8	10
Volatility [Member]
Schedule of Estimated Fair Value Earnout Shares [Line Items]
Derivative liability, measurement input		40	35
Risk free rate of return [Line Items]
Schedule of Estimated Fair Value Earnout Shares [Line Items]
Derivative liability, measurement input		3.5	4.24
Expected term [Line Items]
Schedule of Estimated Fair Value Earnout Shares [Line Items]
Derivative liability, measurement input		4.5	5

[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 - Earnout Shares [Member] - USD ($)	3 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024
Schedule of Earnout Share Liability [Line Items]
Balance beginning	$ 48,329,000	$ 61,393,000
Expensed as transaction costs of business combination			53,721,000
Change in fair value	(31,759,000)	(13,064,000)	7,672,000
Balance ending	$ 16,570,000	$ 48,329,000	$ 61,393,000

Fair Value Measurements (Deta_5

Fair Value Measurements (Details) - Schedule of True Up Shares liability - True Up Shares liability [Member] - USD ($)	3 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024
Schedule of True Up Shares liability [Line Items]
Balance Beginning	$ 422,000	$ 286,000
Assumed in the Business Combination			555,000
Change in fair value	1,866,000	136,000	(269,000)
Balance ending	$ 2,288,000	$ 422,000	$ 286,000

Fair Value Measurements (Deta_6

Fair Value Measurements (Details) - Schedule of Vesting Shares Liability - Subject Vesting Shares [Member] - USD ($)	3 Months Ended			9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2024
Schedule of Vesting Shares Liability [Line Items]
Balance beginning	$ 12,458,000	$ 14,217,000
Assumed in the Business Combination			11,792,000
Change in fair value	(8,188,000)	(1,759,000)	2,425,000
Balance ending	$ 4,270,000	$ 12,458,000	$ 14,217,000	$ 4,270,000

Commitments and Contingencies_2

Commitments and Contingencies (Details) - USD ($)				3 Months Ended		9 Months Ended		12 Months Ended
Commitments and Contingencies (Details) - USD ($)	Sep. 29, 2023	Dec. 09, 2021	Oct. 27, 2021	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Commitments and Contingencies [Line Items]
Royalty amount						$ 187,500		$ 150,000
Debt issuances exceeding transaction		$ 540,000
License Agreement [Member]
Commitments and Contingencies [Line Items]
Royalty amount				$ 62,500	$ 37,500	$ 187,500	$ 112,500
Joint Venture Agreement [Member]
Commitments and Contingencies [Line Items]
Percentage of shares issued			50%
Percentage of shares outstanding			50%
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
CAMT [Member]
Commitments and Contingencies [Line Items]
Additional paid-in capital	6,000,000
CAMT [Member] \| Joint Venture Agreement [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	Sep. 30, 2024 USD ($)
Shedule of Future Minimum Royalties [Abstract]
Remainder of 2024	$ 62,500
2025 and each year through the date the patents expire	$ 300,000

Subsequent Events (Details)

Subsequent Events (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
Subsequent Events (Details) - USD ($) $ in Millions	Sep. 30, 2024	Sep. 30, 2024
Subsequent Events [Line Items]
Costs incurred	$ 2	$ 2
Expected reimbursement of costs		$ 2