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Power & Digital Infrastructure Acquisition II (XPDB) - 2024 Q3 - Quarterly Report

Market Opportunity - AirJoule Technologies Corporation's Total Addressable Market (TAM) is estimated at approximately $455 billion, with $100 billion in atmospheric water harvesting and $355 billion in HVAC sectors [178]. Revenue and Financial Performance - As of September 30, 2024, the company has not earned any revenue from the sale of AirJoule systems [182]. - Loss from operations for Q3 2024 was $(2,376,855), an improvement from $(4,554,617) in Q3 2023, a reduction of $2,177,762 [213]. - Total other income for Q3 2024 was $36,125,418, compared to $6,264 in Q3 2023, an increase of $36,119,154 [213]. - Net income for Q3 2024 was $35,016,858, compared to a net loss of $(4,548,353) in Q3 2023, an improvement of $39,565,211 [213]. - A gain of $333.5 million was recognized for the nine months ended September 30, 2024, on the contribution to AirJoule, LLC, attributed to the fair value of the intellectual property transferred [222]. - Equity loss from the investment in AirJoule, LLC amounted to $2.3 million for the three months and $3.0 million for the period from March 4, 2024, to September 30, 2024 [224]. - The change in fair value of Earnout Shares liability resulted in a gain of $31.8 million and $37.2 million for the three and nine months ended September 30, 2024, respectively [225]. Expenses - Operating expenses are categorized into general and administrative, research and development, sales and marketing, transaction costs, and depreciation and amortization [183][184]. - General and administrative expenses for Q3 2024 were $2.4 million, down from $3.6 million in Q3 2023, a decrease of $1.1 million [214]. - Research and development expenses for Q3 2024 were $(0.1) million compared to $0.8 million in Q3 2023, a decrease of $0.9 million [216]. - Sales and marketing expenses for Q3 2024 were $23,639, significantly lower than $167,890 in Q3 2023, a decrease of $144,251 [218]. - Research and development expenses for the nine months ended September 30, 2024 were $1.8 million, down from $2.5 million in the same period of 2023, a decrease of $0.7 million [217]. - General and administrative expenses for the nine months ended September 30, 2024 were $6.5 million, up from $5.6 million in the same period of 2023, an increase of $0.9 million [215]. - Depreciation expense for Q3 2024 was $2,136, compared to $1,086 in Q3 2023, an increase of $1,050 [221]. Cash Flow and Financing - Net cash used in operating activities for the nine months ended September 30, 2024, was $21.6 million, compared to $4.0 million for the same period in 2023 [239]. - Net cash used in investing activities was $10.0 million for the nine months ended September 30, 2024, primarily due to contributions made to AirJoule, LLC [241]. - Net cash provided by financing activities was $61.9 million for the nine months ended September 30, 2024, mainly from the issuance of common stock related to private placements [242]. - Future capital requirements may necessitate additional financing, with potential contributions of up to $90 million to the AirJoule joint venture based on agreed business plans [231]. Company Structure and Changes - The company changed its name from Montana Technologies Corporation to AirJoule Technologies Corporation effective November 13, 2024 [180]. - The company is classified as an emerging growth company under the JOBS Act, allowing it to delay compliance with certain accounting standards [244]. Partnerships and Strategic Focus - AirJoule's partnerships with Pacific Northwest National Laboratory, BASF, and CATL are expected to accelerate manufacturing and product validation [179]. - The company is focused on scaling manufacturing through global joint ventures to address water scarcity and global warming [177]. Stock-Based Compensation - The company anticipates unrecognized stock-based compensation expense of $4.5 million related to Earnout Shares, contingent on performance conditions being satisfied [190]. - The company has classified Earnout Shares as a liability, with fair value estimated using a Monte Carlo simulation based on expected EBITDA of $50 million per production line over a five-year period [192]. - The estimated fair value of the Subject Vesting Shares liability was determined using a Monte Carlo simulation, considering various vesting conditions [195].