Market Potential - The company estimates its Total Addressable Market (TAM) globally to be approximately $455 billion, with $355 billion in the HVAC sector and $100 billion in atmospheric water harvesting [137]. Financial Performance - The company reported a net income of $13,429,895 for Q2 2024, compared to a net loss of $3,037,844 in Q2 2023, reflecting a significant improvement [190]. - The company recognized a gain of $333,500,000 on the contribution to AirJoule, LLC for the six months ended June 30, 2024, due to the fair value of intellectual property transferred [187]. - The fair value of Earnout Shares liability decreased by $13,064,000 for Q2 2024, recognized as a gain in other income [189]. - The company expects future operating losses and negative cash flows to increase due to additional costs related to technology development and market relationships [192]. Capital Expenditure and Investments - The company anticipates a capital expenditure investment of less than $25 million per production line could generate approximately $50 million in Annualized EBITDA per line [138]. - The company contributed $10 million in cash to the AirJoule joint venture and has agreed to contribute up to an additional $90 million based on future business plans [148]. - The company received approximately $40 million in March 2024 and $6 million in May 2024 from the Business Combination, which will support product development and growth plans [193]. Operating Expenses - Operating expenses are categorized into general and administrative, research and development, and sales and marketing expenses [156]. - General and administrative expenses for Q2 2024 increased to $3,211,205 from $1,813,014 in Q2 2023, reflecting a $1,398,191 increase due to higher professional services costs [182]. - Research and development expenses for Q2 2024 were $1,050,804, a decrease of $48,339 from $1,099,143 in Q2 2023, attributed to timing of services and purchases [184]. - Sales and marketing expenses for Q2 2024 were $74,841, down from $128,153 in Q2 2023, with expectations of future increases aligned with business growth [186]. Shareholder Information - Following the Business Combination, there were 53,823,412 shares of Company Common Stock issued and outstanding, with approximately 85.5% of the voting power held by Legacy Montana equity securities holders [143]. - The company entered into subscription agreements resulting in Aggregate Transaction Proceeds of approximately $43.365 million as part of the Business Combination [144]. Joint Ventures and Partnerships - The company has established partnerships with Pacific Northwest National Laboratory, BASF, and CATL to accelerate manufacturing and commercialization [138]. - The AirJoule joint venture aims to incorporate proprietary sorbent materials into systems utilizing AirJoule technology for markets in the Americas, Africa, and Australia [146]. - The Company has not funded the CAMT joint venture as of June 30, 2024, despite agreeing to contribute $6 million [197]. Cash Flow and Liquidity - As of June 30, 2024, the company had $32.4 million in working capital, including $34.6 million in cash [191]. - Net cash used in operating activities was $17,576,561 for the six months ended June 30, 2024, compared to $1,856,812 for the same period in 2023, indicating a significant increase in cash outflow [199]. - Net cash used in investing activities was $10,006,554 for the six months ended June 30, 2024, compared to $96,025 for the same period in 2023, primarily due to contributions to AirJoule, LLC [200]. - Net cash provided by financing activities was $61,855,930 for the six months ended June 30, 2024, a substantial increase from $264,441 in the same period of 2023, driven by higher proceeds from stock issuances [201]. Tax and Accounting - The company follows the asset and liability method for income taxes, with no unrecognized tax benefits or reserves for uncertain tax positions as of June 30, 2024 [179]. - Management identified a material weakness in internal controls over financial reporting, particularly regarding complex accounting issues [207]. - The Company plans to implement remediation steps to improve its internal controls and disclosure procedures [208]. Legal and Compliance - The Company is not currently involved in any legal proceedings that would materially affect its business or financial condition [209]. - The Company is classified as an emerging growth company under the JOBS Act, allowing it to delay compliance with certain accounting standards [204].

Market Opportunity - The company estimates a Total Addressable Market (TAM) of approximately $455 billion, with $355 billion in the HVAC sector and $100 billion in atmospheric water harvesting [162]. Financial Performance - The net loss for the three months ended March 31, 2024, was $11,552,823, compared to a net loss of $834,627 for the same period in 2023, representing an increase in loss of $10,718,196 [229]. - Net cash used in operating activities was $5,439,983 for the three months ended March 31, 2024, compared to $803,634 in the same period of 2023, reflecting a significant increase in cash outflow [230]. - General and administrative expenses increased to $827,576 for the three months ended March 31, 2024, from $218,175 in the same period of 2023, reflecting a $609,401 increase due to higher professional services costs [210]. - Research and development expenses rose to $896,613 for the three months ended March 31, 2024, compared to $604,944 in the prior year, marking a $291,669 increase driven by personnel and prototype costs [211]. - Sales and marketing expenses increased to $37,725 for the three months ended March 31, 2024, up from $10,423 in the same period of 2023, indicating a growth of $27,302 [212]. - The company recognized a change in fair value of earnout shares liability of $7.7 million during the three months ended March 31, 2024, which was recorded as other expenses [216]. - Net cash provided by financing activities was $42,494,907 for the three months ended March 31, 2024, compared to $255,861 in the same period of 2023, showing a substantial increase in financing [232]. Capital Expenditure and Investment - The company anticipates a capital expenditure of less than $25 million per production line, potentially generating approximately $50 million in Annualized EBITDA per line [164]. - The recapitalization resulted in Aggregate Transaction Proceeds of approximately $43.365 million from subscription agreements [171]. - The company contributed $10 million to the AirJoule joint venture and may contribute up to an additional $90 million based on future business plans [174]. - The company has committed to contribute up to an additional $90 million to the AirJoule joint venture based on future business plans and operating budgets [222]. Stock and Shareholder Information - Following the Business Combination, there are 53,823,412 shares of common stock issued and outstanding, with 45,821,456 shares representing approximately 85.5% of the voting power [169]. - The company’s Class A common stock began trading on Nasdaq under the symbols "AIRJ" and "AIRJW" on March 15, 2024 [170]. Joint Ventures and Partnerships - The AirJoule joint venture aims to incorporate proprietary sorbent materials into systems utilizing AirJoule technology for markets in the Americas, Africa, and Australia [172]. - The company has established partnerships with organizations like BASF and CATL to accelerate manufacturing and product validation [163]. Management and Organizational Changes - The company’s management team has expanded with the appointment of a new Chief Financial Officer and a transition of the previous CFO to Chief Administrative Officer [180]. Goodwill and Financial Instruments - The company recognizes goodwill as the excess of acquisition-date consideration over the fair value of net identifiable assets acquired, with no impairment loss recognized as of March 31, 2024 [199]. - The fair value of derivative financial instruments, including True Up Shares and Subject Vesting Shares, is measured at each reporting period, with changes recorded in earnings [190][191]. - The company accounts for business combinations using the acquisition method, recording identifiable assets and liabilities at their estimated fair values as of the acquisition date [193]. - Non-controlling interests are recognized as a component of equity and adjusted for the allocable portion of income or loss [197]. - The company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks [189]. - The estimated fair value of IPR&D acquired in business combinations is capitalized and tested for impairment annually [201]. - Changes in the estimated fair value of liability-classified contingent consideration are recognized in the consolidated statements of operations [195]. - The company performs its annual goodwill impairment test on October 1, with no impairment loss recognized as of the latest reporting date [199].

Financial Performance - For the three months ended March 31, 2024, Montana Technologies Corporation reported a net loss of $11,552,823, compared to a net loss of $834,627 for the same period in 2023, representing an increase in loss of approximately 1,287%[23]. - Total operating expenses for the first quarter of 2024 were $2,762,059, up from $834,627 in the same quarter of 2023, indicating a significant increase in operational costs[23]. - The company experienced a net cash used in operating activities of $5,439,983 for the three months ended March 31, 2024, compared to $803,635 in the prior year, reflecting a substantial increase in cash outflow[25]. - The basic and diluted net loss attributable to common stockholders for Class A and Class B was $(0.28) in Q1 2024, compared to $(0.02) in Q1 2023, indicating a deterioration in per-share performance[23]. Cash and Liquidity - The company ended the quarter with $37.4 million in cash on the balance sheet, a significant increase from $375,796 at the end of the previous quarter[5][21]. - Cash provided by financing activities was $42,494,907 for the first quarter of 2024, a significant increase from $255,861 in the same period of 2023, highlighting strong financing efforts[25]. - The company ended the period with cash of $37,429,270, compared to $4,663,712 at the end of the same quarter in 2023, marking a substantial increase in liquidity[25]. Assets and Liabilities - The company reported total assets of $650.6 million as of March 31, 2024, up from $556,135 at the end of 2023[21]. - Current liabilities increased to $11.8 million from $6.4 million in the previous quarter, primarily due to accrued transaction fees and other expenses[21]. - Montana Technologies' accumulated deficit grew to $43.7 million as of March 31, 2024, compared to $17.2 million at the end of 2023[21]. - Montana Technologies Corporation reported a change in fair value of Earnout Shares liability of $(7,672,000) in Q1 2024, reflecting significant adjustments in financial liabilities[23]. Strategic Initiatives - Montana Technologies completed its Business Combination with Legacy Montana, exceeding the $50 million minimum cash condition through private investments, including $10 million from Carrier Global Corporation[5][7]. - Montana Technologies formed a joint venture with GE Vernova to commercialize AirJoule technology, enhancing HVAC and atmospheric water harvesting products[5][8]. - The joint venture with GE Vernova closed on March 4, 2024, with GE Vernova providing support for R&D and making an equity investment in Montana Technologies[10]. - The company has entered into a joint commercialization agreement with Carrier for the AirJoule technology in HVAC solutions across multiple regions, including the Americas and Europe[6][5]. - The AirJoule technology aims to address energy efficiency and water scarcity, positioning the company in two significant target markets[4][5]. - The company recognized non-cash investing and financing activities, including the acquisition of business from GE Vernova valued at $612,533,000, indicating strategic growth initiatives[25]. Management and Operations - The management team has been expanded with new appointments following the Business Combination, including Pat Eilers as Executive Chairman[14]. - Research and development expenses rose to $896,613 in Q1 2024, compared to $604,944 in Q1 2023, indicating a focus on innovation and product development[23]. - The weighted average Class A common stock outstanding increased to 36,916,955 in Q1 2024 from 32,599,213 in Q1 2023, reflecting an increase in shares outstanding[23].

IPO and Financial Overview - The company completed its IPO on December 14, 2021, raising gross proceeds of $287.5 million from the sale of 28,750,000 units at an offering price of $10.00 per unit[28]. - Stockholders redeemed 18,141,822 shares of Class A Common Stock at a redemption price of approximately $10.37 per share, totaling an aggregate redemption amount of approximately $188.1 million[31]. - The balance in the trust account as of December 31, 2023, was approximately $114.6 million after the June redemptions[31]. - The company deposited $300,000 in the trust account on multiple occasions in 2023 to support the extension of the initial business combination deadline[32]. - As of December 31, 2023, the balance in the trust account was approximately $114,641,527 after the satisfaction of the June Redemptions[54]. - Approximately $6 million of deferred underwriting fees will be paid, providing various options for target businesses such as liquidity events or capital for growth[54]. - The amount in the trust account as of December 31, 2023, was approximately $10.80 per public share[84]. - A total of 1,710,340 public shares, or 16.1% of the 10,608,178 remaining public shares, need to be voted in favor of the initial business combination for approval[87]. Business Combination Plans - The Board approved extensions for the initial business combination deadline multiple times, with the latest extension to March 14, 2024[33][34]. - The company aims to identify and complete an initial business combination that creates substantial long-term value for stockholders, focusing on North American targets in power and digital infrastructure[36]. - The initial business combination must involve target businesses with an aggregate fair market value of at least 80% of the assets held in the trust account[42]. - The company intends to effectuate its initial business combination using cash from the IPO proceeds, private placements, equity, debt, or a combination of these[55]. - The company may pursue business combinations with financially unstable companies, which could expose it to inherent risks[67]. - The company may need to obtain additional financing if the transaction requires more cash than available from the trust account[58]. - The management team will conduct thorough due diligence, including meetings with management and reviews of financial information, before proceeding with a target business[68]. - The company may face challenges in completing a desirable business combination due to potential stockholder redemptions affecting its financial condition[126]. - The requirement to complete a business combination by March 14, 2024, may limit the time available for due diligence and negotiation with target businesses[131]. Redemption and Stockholder Rights - The company plans to conduct redemptions in connection with a stockholder vote unless stockholder approval is not required by applicable law or stock exchange listing requirements[85]. - If stockholder approval is required, the company will conduct redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act[88]. - The company will provide public stockholders with the opportunity to redeem shares at a per-share price equal to the aggregate amount in the trust account[84]. - Redemption rights require public stockholders to tender their shares prior to the vote on the business combination, ensuring irrevocability once approved[95]. - If public stockholders tender more shares than the company is permitted to redeem, the tender offer will be withdrawn[90]. - The company will not complete the initial business combination if the cash consideration required exceeds the available cash[91]. - The company has until March 14, 2024, to complete an initial business combination, with the possibility of extensions approved by stockholders or the Board[97]. - If the initial business combination is not completed, public stockholders will receive a redemption price of approximately $10.80 per share based on the trust account balance as of December 29, 2023[99]. - The company will cease operations and redeem public shares if no business combination is completed by the deadline, with a cash payment equal to the amount in the trust account[99]. Risks and Challenges - An investment in the company's securities involves a high degree of risk, which could materially affect business and financial conditions[120]. - The company has no operating history and no revenues, making it difficult for investors to evaluate its ability to achieve business objectives[121]. - The lack of diversification may pose risks as the company's success may depend entirely on the performance of a single business post-combination[71]. - The company may face significant competition from other special purpose acquisition companies (SPACs) and private investors, which may hinder its ability to complete an initial business combination[139]. - The company may face challenges in obtaining additional financing for its initial business combination, which could lead to restructuring or abandonment of the transaction[173]. - The company may encounter adverse tax consequences if it effects a business combination with a target company organized in another jurisdiction[193]. - The complexity of tax obligations in multiple jurisdictions could negatively affect the company's after-tax profitability and financial condition[194]. - The ongoing geopolitical tensions, including the invasion of Ukraine by Russia and the Israel-Hamas war, have created global security concerns that could significantly impact regional and global economies[191]. - The company may face challenges in completing a business combination due to potential market disruptions and volatility in capital markets resulting from geopolitical events[192]. Internal Controls and Compliance - The company is required to evaluate internal control procedures for the fiscal year ending December 31, 2023, as mandated by the Sarbanes-Oxley Act[116]. - As of December 31, 2023, the company has identified a material weakness in its internal control over financial reporting, particularly related to accrued general and administrative expenses and the tax provision[163]. - The company continues to evaluate steps to remediate the identified material weakness in internal controls, which could impact investor confidence and stock price[164]. - The company is not required to comply with the independent registered public accounting firm attestation requirement on its internal control over financial reporting as long as it remains an emerging growth company[161]. - Compliance with laws and regulations may be difficult and costly, potentially affecting the ability to complete initial business combinations[222]. Management and Governance - The company has four executive officers who will devote necessary time to affairs until the initial business combination is completed[114]. - Conflicts of interest may arise as executive officers and directors allocate their time between the company's affairs and other business endeavors[207]. - Directors and officers may have financial interests that conflict with those of public stockholders, particularly regarding the selection of target businesses[215]. - The company may not maintain control of a target business post-combination, potentially affecting operational success[217]. - The company may pursue acquisition opportunities outside of its management's expertise, which could lead to inadequate risk assessment and potential value reduction for stockholders[154]. Financial Projections and Future Outlook - The company has incurred and expects to continue incurring costs related to its financing and acquisition plans, which may affect its liquidity[165]. - The company's independent registered public accounting firm has expressed substantial doubt about its ability to continue as a going concern[165]. - If the company fails to complete its initial business combination within 24 months, it may be forced to liquidate, impacting investor returns[220]. - The company may incur substantial debt to complete a business combination, which could adversely affect its financial condition and stockholder value[179].

Financial Performance - The Company had a net income of approximately $48,000 for the three months ended September 30, 2023, with $1.5 million from investments held in the Trust Account, offset by $1.1 million in operating expenses and $0.3 million in income tax expenses [136]. - For the nine months ended September 30, 2023, the Company reported a net income of approximately $1.2 million, consisting of $7.7 million from investments and a reversal of transaction costs of $0.2 million, offset by $5.3 million in operating expenses and $1.4 million in income tax expenses [137]. - The Company incurred approximately $5.0 million in general and administrative expenses for the nine months ended September 30, 2023 [137]. - The Company has not generated any operating revenues since inception and relies on non-operating income from the Trust Account [135]. Trust Account and Liquidity - As of September 30, 2023, the balance in the Trust Account was approximately $113,045,191 after the redemption of 18,141,822 shares of Class A common stock at a redemption price of approximately $10.37 per share, totaling approximately $188,132,132 [127]. - The Company’s liquidity needs have been met through a capital contribution of $25,000 from the Sponsor and a related party loan of approximately $115,000, which has been repaid [129]. - The Company faces substantial doubt about its ability to continue as a going concern due to liquidity needs and the mandatory liquidation requirement [131]. Business Combination and Agreements - The Company intends to complete a Business Combination before the mandatory liquidation date of December 14, 2023, which may be extended [130]. - The Company has deposited $300,000 into the Trust Account on multiple occasions since June 15, 2023, as part of the agreement to extend the deadline for completing a Business Combination [128]. - The merger agreement with Montana Technologies LLC involves an aggregate consideration of approximately $421.9 million, payable in newly issued shares of the Combined Company [146][147]. - The Proposed Transactions are expected to close in the fourth quarter of 2023, pending stockholder approval and customary closing conditions [151]. - The Sponsor Support Agreement includes provisions for voting in favor of the Proposed Transactions and waiving certain redemption rights [152]. Compensation and Shareholder Agreements - Equity holders of Montana may receive additional Earnout Shares valued at up to $200 million, contingent upon achieving an Annualized EBITDA exceeding $150 million from new production capacity [148][149]. - The maximum value of Earnout Shares is capped at $200 million, with the ability to receive them expiring five years after the Closing [149]. - The Company will provide competitive compensation and equity awards to key personnel post-merger to ensure continued involvement in technology development [150]. - The Company has agreed to pay affiliates of its Sponsor $20,000 per month for administrative support services until the completion of the initial Business Combination [145]. Accounting and Reporting - The Company accounts for Class A common stock subject to possible redemption as temporary equity, reflecting changes in redemption value immediately [162]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards [168]. - Diluted net (loss) income per share is the same as basic net (loss) income per share for the three and nine months ended September 30, 2023 and 2022 [165]. - The company does not anticipate any material effects from recently issued accounting pronouncements if adopted [166]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years post-IPO [169]. - The company has two classes of shares, Class A and Class B, with income and losses shared pro rata [164]. - The exercise of Public Warrants and Private Placement Warrants is contingent upon future events and is considered anti-dilutive [165]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures [170]. Deferred Fees - BofA waived its entitlement to a portion of the Deferred Discount, resulting in a reduction of deferred underwriting fees by $4,025,000, with the outstanding deferred fee payable now approximately $6.0 million [143]. Investment Restrictions - The Investment Agreement with CATL Parties restricts them from acquiring more than 9.8% of the Post-Combination Company and requires divestment if this limit is exceeded [154].

Financial Performance - For the three months ended June 30, 2023, the Company reported a net loss of approximately $0.2 million, with operating expenses of approximately $2.8 million and income from investments held in the Trust Account of approximately $3.1 million[128]. - For the six months ended June 30, 2023, the Company achieved a net income of approximately $1.1 million, driven by approximately $6.3 million in income from investments held in the Trust Account[129]. - The Company has incurred approximately $4.2 million in operating expenses for the six months ended June 30, 2023, which included approximately $4.0 million in general and administrative expenses[129]. - The Company has not generated any operating revenues to date and relies on investment income from the Trust Account[127]. IPO and Trust Account - The Company completed its IPO on December 14, 2021, raising gross proceeds of $287.5 million from the sale of 28,750,000 units at $10.00 per unit[114]. - As of June 30, 2023, the balance in the Trust Account was approximately $110,058,882 after the redemption of 18,141,822 shares of Class A common stock at a redemption price of approximately $10.37 per share, totaling approximately $188.1 million[119]. - The Company has raised additional funds of $300,000 per month into the Trust Account starting June 15, 2023, to support ongoing operations[120]. Business Combination - The Company intends to complete a Business Combination before the mandatory liquidation date of December 14, 2023, with the possibility of extending this date[118]. - The Proposed Transactions involve a merger with Montana Technologies LLC, with equity holders of Montana receiving approximately $421.9 million in aggregate consideration, including newly issued shares of Class A common stock valued at $10.00 per share[138]. - Following the merger, the Company will be renamed "Montana Technologies Corporation" and is expected to close in the fourth quarter of 2023, pending stockholder approval[139]. - The Sponsor Support Agreement includes provisions for the Sponsor to vote in favor of the Proposed Transactions and waive certain redemption rights, with 1,380,736 shares subject to an earnout based on performance[140][141]. - The maximum value of Earnout Shares for Montana's equity holders is capped at $200 million, contingent upon achieving specific production capacity and EBITDA milestones[138]. Going Concern and Liquidity - The Company has substantial doubt about its ability to continue as a going concern for one year from the issuance of the financial statements due to liquidity needs[122][123]. - The Company has agreed to pay affiliates of its Sponsor a total of $20,000 per month for office space and administrative support services, ceasing these payments upon the completion of its initial Business Combination or liquidation[136]. Accounting and Reporting - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[152]. - The Company has identified critical accounting policies that may materially affect reported amounts, including the classification of derivative instruments and common stock subject to possible redemption[143][146]. - The calculation of diluted net (loss) income per share does not include the effect of warrants, resulting in diluted net (loss) income per share being the same as basic net (loss) income per share for the periods ended June 30, 2023, and 2022[149]. - The Company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act, which may exempt it from certain disclosures for five years following its IPO[153]. Underwriting and Fees - The underwriter received an underwriting discount of approximately $5.3 million and an additional deferred fee of approximately $10.1 million, which will be payable only upon the completion of an initial Business Combination[133][134]. - The Company does not have any off-balance sheet arrangements or contractual obligations as of June 30, 2023[151].

IPO and Financial Overview - The company completed its IPO on December 14, 2021, raising gross proceeds of $287.5 million from the sale of 28,750,000 units at $10.00 per unit[120]. - As of March 31, 2023, the company reported a net income of approximately $1.3 million, driven by $3.1 million in investment income, offset by $1.4 million in operating expenses[133]. - The company incurred operating expenses of approximately $1.4 million for the three months ended March 31, 2023, which included $1.3 million in general and administrative expenses[133]. - The company had a net loss of approximately $426,000 for the three months ended March 31, 2022, with operating expenses of $453,000[134]. Business Combination and Liquidity - The company has until June 14, 2023, to complete its initial Business Combination, with the possibility of extending this period by up to nine months[124]. - The company has raised substantial doubt about its ability to continue as a going concern, with liquidity needs and mandatory liquidation considerations[127][128]. - The company has deposited approximately $290.4 million into a segregated trust account, which is invested in U.S. government securities[122]. - The company is subject to a new 1% excise tax on stock repurchases effective January 1, 2023, which may impact cash available for Business Combinations[131]. Share Structure and Accounting - The company has two classes of shares: Class A common stock and Class B common stock, with net loss per common share calculated by dividing the net loss by the weighted average shares outstanding[145]. - The company has issued a total of 25,500,000 warrants for Class A common stock, which are not included in the diluted net income (loss) per share calculation due to their anti-dilutive nature[146]. - All outstanding shares of Class A common stock are presented at redemption value as temporary equity, outside of the stockholders' equity section[143]. - The company recognizes changes in the redemption value of Class A common stock immediately, adjusting the carrying value to equal the redemption value at the end of the reporting period[144]. Administrative and Reporting Matters - The company has agreed to pay $20,000 per month for administrative support services starting December 9, 2021[139]. - The underwriter received an underwriting discount of approximately $5.3 million on the IPO, with an additional deferred fee of approximately $10.1 million payable upon completion of an initial Business Combination[136][137]. - As of March 31, 2023, the company reported no off-balance sheet arrangements or contractual obligations[149]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[150]. - The company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks[141]. - The classification of derivative instruments is reassessed at the end of each reporting period[142]. - The company does not believe that any recently issued accounting pronouncements will have a material effect on its condensed balance sheets[148]. - The company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act[151].

IPO and Financing - The company completed its IPO on December 14, 2021, raising gross proceeds of $287.5 million from the sale of 28,750,000 units at an offering price of $10.00 per unit[23]. - The private placement of 11,125,000 warrants generated total proceeds of $11.125 million, sold at $1.00 per warrant[24]. - The company has approximately $290.4 million available for business combinations after paying $10.1 million in deferred underwriting fees[42]. - The company intends to use cash from the IPO proceeds, private placements, equity, or debt for the initial business combination[44]. - The company has $290,375,000 available from its IPO and private placement warrants to complete its business combination and cover related fees and expenses[186]. Business Combination Strategy - The company aims to identify and complete an initial business combination that creates substantial long-term value for stockholders, focusing on North American targets in power and digital infrastructure[26]. - The management team has over 20 years of experience in energy and power investing, providing a significant pipeline of opportunities for initial business combinations[25]. - The acquisition strategy includes targeting businesses with sound financial performance and unique business attributes that ensure long-term profitability[32]. - The company seeks to bridge the gap between renewable energy and high-density energy consumers in the digital infrastructure industry[29]. - The company intends to acquire businesses with a fair market value of at least 80% of the assets held in the trust account at the time of signing a definitive agreement[32]. Due Diligence and Risk Management - The management team will conduct thorough due diligence on prospective target businesses to evaluate inherent risks[33]. - The management team will conduct thorough due diligence on prospective target businesses, including meetings with management and reviews of financial information[58]. - The company may need additional financing to complete the initial business combination if the transaction requires more cash than available or if a significant number of public shares are redeemed[47]. - The company may pursue business combination targets affiliated with its sponsor, officers, or directors, provided an independent opinion on fairness is obtained[51]. - The company does not intend to purchase multiple businesses in unrelated industries in conjunction with the initial business combination[54]. Redemption Rights and Shareholder Approval - A total of 10,781,251 public shares, or 37.5% of the 28,750,000 shares sold in the IPO, must be voted in favor of the initial business combination for approval[78]. - If anchor investors acquire 2,300,000 public shares and vote in favor, only 8,481,251 shares, or 29.5%, are needed for approval[78]. - Public stockholders must tender their shares or deliver them electronically to exercise redemption rights, with a deadline of two business days prior to the vote on the business combination[84]. - The company will not redeem public shares if it would cause net tangible assets to fall below $5,000,001, ensuring compliance with SEC "penny stock" rules[74]. - Redemption rights will not apply to warrants upon completion of the initial business combination[72]. Timeframe and Extensions - The company has 18 months from the IPO closing to complete an initial business combination, with the possibility of extending this period by two additional three-month periods[90]. - If the initial business combination is not completed, public stockholders will receive a redemption price of approximately $10.20 per share if extended once, or $10.30 if extended twice, excluding interest[91]. - The company has the right to extend the period to complete its initial business combination up to 24 months without stockholder vote or redemption rights[144]. - If the company does not complete the initial business combination within the specified time frame, it will redeem public shares at a price based on the trust account balance, potentially affecting stockholder rights[100]. Competition and Market Conditions - The company may face intense competition from other entities, including blank check companies and private equity groups, which may limit its ability to acquire larger target businesses[105]. - Increased competition from other special purpose acquisition companies may hinder the company's ability to complete its initial business combination[140]. - Geopolitical tensions, particularly from the invasion of Ukraine by Russia, have created volatility in global markets that could adversely affect the company's search for business combinations[196]. - The COVID-19 pandemic could materially adversely affect the company's search for a business combination and the operations of any target business[128]. Conflicts of Interest - The company may engage in business combinations with affiliated entities, which could raise potential conflicts of interest[217]. - The sponsor and executive officers may profit from business combinations even if public stockholders incur losses, creating a conflict of interest[218]. - The personal and financial interests of directors and officers may misalign with public stockholders' interests during the business combination process[219]. - Key personnel may negotiate employment agreements with a target business, potentially creating conflicts of interest[183]. Financial Reporting and Compliance - The company is required to evaluate internal control procedures for the fiscal year ending December 31, 2022, as mandated by the Sarbanes-Oxley Act[110]. - The company has identified a material weakness in its internal control over financial reporting as of December 31, 2022, which could affect its ability to accurately report financial results[171]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs of completing an acquisition[169]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[111]. Operational Challenges - The company has no operating history and did not commence operations until obtaining funding through its IPO, which may affect its ability to achieve its business objectives[116]. - The company may not be able to find a suitable target business within the required timeframe, which could negatively impact its operations and financial condition[130]. - The complexity of potential business combinations may require significant operational improvements, which could delay achieving desired results[204]. - The company may face challenges in acquiring target businesses due to limited financial resources compared to competitors[141]. Shareholder Rights and Governance - Holders of Class A common stock will not have voting rights on director appointments prior to the initial business combination, limiting their influence on management decisions[201]. - The company is not required to hold an annual meeting of stockholders until one year after the first fiscal year end following its Nasdaq listing[159]. - The company may amend its charter and governing instruments to facilitate the completion of an initial business combination, requiring approval from 65% of common stockholders[176]. - The absence of a specified maximum redemption threshold may allow the company to complete a business combination even if a majority of stockholders do not agree[174].

Financial Performance - For the three months ended September 30, 2022, the company reported a net income of approximately $781,000, driven by approximately $1.3 million in income from investments held in the trust account[127]. - For the nine months ended September 30, 2022, the company achieved a net income of approximately $309,000, with about $1.7 million from investments, offset by approximately $1.1 million in operating expenses[129]. - The company incurred approximately $1.1 million in operating expenses for the nine months ended September 30, 2022, which included general and administrative expenses and franchise tax expenses[129]. - Net loss per common share is calculated by dividing the net loss by the weighted average shares of common stock outstanding for the respective period[140]. - Diluted net loss per share is the same as basic net loss per share due to the anti-dilutive effect of warrants[141]. IPO and Proceeds - The company completed its IPO on December 14, 2021, raising gross proceeds of $287.5 million from the sale of 28,750,000 units, including over-allotment units[115]. - Approximately $290.4 million of the net proceeds from the IPO and private placement warrants were placed in a trust account, invested in U.S. government securities[117]. - The company has broad discretion in applying the net proceeds from the IPO and private placement, primarily intended for an initial Business Combination[118]. - The underwriter received an underwriting discount of approximately $5.3 million and deferred underwriting commissions of approximately $10.1 million, contingent on the completion of an initial Business Combination[132][133]. Business Combination and Timeline - The company has until June 14, 2023, to complete its initial Business Combination, with the option to extend this period by up to six months[119]. - The company is subject to a new 1% excise tax on stock repurchases effective January 1, 2023, which may impact cash available for Business Combination[125]. Equity and Stock Classification - The company has issued public warrants and private placement warrants that are classified as equity, with subsequent changes in fair value not recognized as long as they remain classified in equity[137]. - Class A common stock subject to possible redemption is classified as temporary equity, with all outstanding shares presented at redemption value[138]. - The company recognizes changes in the redemption value of Class A common stock immediately, adjusting the carrying value to equal the redemption value at the end of the reporting period[139]. Regulatory and Reporting Status - The company does not have any off-balance sheet arrangements as of September 30, 2022[143]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[144]. - The company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act, which may exempt it from certain disclosures for five years post-IPO[145]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[146].

Financial Performance - The company reported a net loss of approximately $47,000 for the three months ended June 30, 2022, with operating expenses of approximately $401,000 and income from investments held in the trust account of approximately $385,000 [131]. - For the six months ended June 30, 2022, the company had a net loss of approximately $473,000, consisting of approximately $854,000 in operating expenses and approximately $412,000 of income from investments held in the trust account [133]. - The diluted net loss per share for the three and six months ended June 30, 2022, is the same as the basic net loss per share, indicating no anti-dilution effect from warrants [146]. IPO and Fundraising - The company completed its IPO on December 14, 2021, raising gross proceeds of $287.5 million from the sale of 28,750,000 units, including over-allotment units [120]. - Approximately $290.4 million of the net proceeds from the IPO and private placement were placed in a trust account, invested in U.S. government securities [122]. - The company incurred approximately $20.7 million in offering costs related to the IPO, including approximately $10.1 million for deferred underwriting fees [120]. Business Operations and Strategy - The company has broad discretion in applying the net proceeds from the IPO and private placement, primarily intended for consummating an initial Business Combination [123]. - The company has until June 14, 2023, to complete its initial Business Combination, with the possibility of extending this period by up to 24 months [124]. - The company has not generated any operating revenues since inception and will not do so until the completion of its initial Business Combination [130]. Liquidity and Financial Health - As of June 30, 2022, the company had no amounts outstanding under any working capital loans, indicating a focus on maintaining liquidity [125]. - The company has identified significant risks related to its ability to continue as a going concern, with substantial doubt raised about its liquidity needs [126]. - As of June 30, 2022, the company did not have any off-balance sheet arrangements, ensuring transparency in financial reporting [149]. Regulatory and Reporting Status - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards, which may affect comparability with other public companies [150]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which could exempt it from certain disclosures for five years post-IPO [151]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures [152].