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[25]. - The company has approximately $290.4 million available for business combinations after paying approximately $10.1 million in deferred underwriting fees[49]. - The company completed a private placement of 11,125,000 private placement warrants at a price of $1.00 per warrant, generating total proceeds of $11.125 million[26]. - The company has $290,375,000 available from the IPO and private placement warrants to complete its business combination and cover related fees and expenses[197]. Business Strategy and Target Acquisition - The company plans to target high-growth businesses in renewable power generation and digital infrastructure, focusing on co-optimization opportunities between supply and demand in the electrical grid[21]. - The strategy includes bridging renewable energy and storage assets with high-density energy consumers in the digital infrastructure industry[34]. - The company intends to acquire a business that demonstrates sound financial performance with visibility into revenue and cash flow growth[35]. - The company aims to leverage its management team's expertise and relationships to identify and evaluate potential acquisition opportunities[29]. - The company may pursue initial business combinations with affiliated companies, provided an independent fairness opinion is obtained[43]. Initial Business Combination Requirements - 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[37]. - The company intends to use cash from the IPO proceeds, private placements, equity, or debt for the initial business combination[50]. - There is no assurance that third-party financing will be available for the initial business combination[49]. - The company may need to issue additional securities or incur debt to complete the initial business combination if the transaction requires more cash than available[54]. Stockholder Approval and Redemption Process - Stockholder approval may be sought for the initial business combination if required by law or applicable stock exchange rules[70]. - A minimum of 10,781,251 public shares, or 37.5% of the 28,750,000 public shares sold in the IPO, must be voted in favor of the initial business combination for approval[86]. - The anticipated redemption price for public shares upon completion of the initial business combination is approximately $10.10 per share, based on the trust account balance[80]. - Public stockholders will have the opportunity to redeem shares for cash upon completion of the initial business combination, subject to certain limitations[80]. - The company will not redeem public shares if it would cause net tangible assets to fall below $5,000,001, avoiding SEC's "penny stock" rules[83]. Risks and Challenges - The company may face intense competition from other entities with similar business objectives, limiting its ability to acquire larger target businesses[119]. - The company may face challenges in completing a business combination due to the impact of the COVID-19 pandemic on financial markets and potential target businesses[141]. - The company may not have the resources to diversify operations, which could increase risks associated with being in a single line of business[66]. - The company may face significant risks associated with managing cross-border business operations, including compliance with different legal requirements and currency regulations[206]. Governance and Compliance - The company will not pay consulting fees to management for services related to the initial business combination[65]. - The company has agreed that its sponsor, officers, and directors will not propose amendments affecting the redemption rights of public stockholders without providing an opportunity for redemption[106]. - The company has not verified whether its sponsor has sufficient funds to satisfy indemnity obligations, raising concerns about the availability of funds for claims[165]. - The company may not hold an annual meeting of stockholders until after completing its initial business combination, which could lead to non-compliance with governance requirements[171]. Financial Projections and Future Operations - The company must complete its initial business combination within 18 to 24 months after the IPO, or it will cease operations and redeem public shares[143]. - If the initial business combination is not completed, public stockholders may receive approximately $10.10 to $10.30 per share from the trust account[190]. - The company may incur substantial debt to complete a business combination, which could adversely affect its financial condition and stockholder value[196]. - The company may not be able to secure additional financing for operations or growth of the target business, which could adversely affect its development[189].
Montana Technologies Corporation(AIRJ) - 2021 Q4 - Annual Report