RONAN,
Mont., May 20, 2024 /PRNewswire/ -- Montana
Technologies Corporation (NASDAQ: AIRJ) ("Montana Technologies"),
the developer of AirJoule®, a transformational
atmospheric thermal energy and water harvesting technology, today
announced its first quarter results.
Key Highlights
- Closed business combination (the "Business Combination") with
Montana Technologies LLC ("Legacy Montana") and renamed the
combined company "Montana Technologies Corporation"
- $50 million minimum cash
condition was exceeded by securing private investments led by
Carrier Global Corporation ("Carrier"), Rice Investment Group, and
GE Vernova, among other third parties (the "Capital Raise")
- Upon completion of the Business Combination, Montana
Technologies' common stock and warrants began trading on the Nasdaq
Capital Market under new ticker symbols "AIRJ" and "AIRJW,"
respectively
- Formed a joint venture with GE Vernova to advance and
commercialize transformational air conditioning and atmospheric
water harvesting products featuring AirJoule® technology
- The joint venture is led by Bryan
Barton, formerly the Senior Director of Marketing, Ventures,
and Incubation at GE Vernova
- Entered into joint commercialization agreement term sheets with
Carrier to develop and commercialize the AirJoule®
dehumidifying and cooling technology for heating, ventilation, and
air conditioning ("HVAC") solutions in the Americas, Europe, India, and the Middle East
- Ended the quarter with $37
million of cash on the balance sheet
Executive Commentary
Matt Jore, Chief Executive
Officer of Montana Technologies stated, "We are excited to have
completed our Business Combination and for Montana Technologies to
be listed on Nasdaq. This represents a critical milestone for the
company and will enable us, along with our strategic partners, to
focus on developing and deploying our atmospheric thermal energy
and water harvesting systems worldwide as a response to climate
change and water scarcity. In addition, the recently announced
partnerships with GE Vernova and Carrier showcase how our
proprietary AirJoule® technology has been embraced by
industry leaders; these partnerships will open our company and
technology into two enormous target markets, HVAC and atmospheric
water harvesting. We believe these actions place the company on a
path to create a more equitable and sustainable future by
fundamentally changing how we optimize increasingly scarce energy
and water resources to create a better quality of life for
all."
Pat Eilers, Executive Chairman,
stated, "Montana Technologies met the core criteria of a clean tech
solutions provider we were searching for when we started the
process with Power & Digital Infrastructure Acquisition II
Corp. Montana Technologies, through its proprietary AirJoule®
units, has created a transformational technology that provides
significant energy efficiency gains in HVAC and atmospheric water
harvesting applications, and it addresses two of the world's most
problematic issues, energy efficiency and water scarcity. We are
thrilled to have completed this transaction, and I am excited to
take on the role of Executive Chairman. I look forward to
partnering with our newly announced management team to deliver
value in the public markets."
Commercialization Agreement with Carrier
On January 8, 2024, Legacy Montana
and Carrier, a global leader in intelligent climate and energy
solutions, announced that they had entered into a binding term
sheet related to a commercial collaboration to develop and
commercialize the AirJoule® dehumidification and cooling
technology. Subject to certain milestones, Legacy Montana granted
Carrier the exclusive right to commercialize the
AirJoule® technology into HVAC equipment in the Americas
for a period of three years. Legacy Montana, acting through an affiliated joint
venture, also provided Carrier with a non-exclusive right to
commercialize the AirJoule® technology into HVAC
equipment in Europe, India, and the Middle East.
Carrier also committed $10 million
in growth equity to Legacy Montana, which was conditional upon the
successful raise of at least $50
million in aggregate capital commitments. This condition was
achieved with the successful Capital Raise that occurred in
conjunction with the closing of the Business Combination in
March 2024. Following the Business
Combination, Montana Technologies expanded its Board of Directors
with the appointment of Ajay
Agrawal, Senior Vice President, Global Services, Business
Development and Chief Strategy Officer at Carrier.
Joint Venture Agreement with GE Vernova
On January 29, 2024, Legacy
Montana announced an agreement to form a joint venture with GE
Vernova, a global leader in electrification, decarbonization, and
energy solutions, to incorporate GE Vernova's proprietary sorbent
materials into systems that utilize Montana's patented AirJoule®
dehumidification, air conditioning, and atmospheric water
harvesting technology.
The AirJoule® technology utilizes advanced sorbents and a
self-regenerating pressure swing adsorption system to harvest
thermal energy and pure water from air. GE Vernova, a recognized
leader in the development of advanced materials technology for
industrial systems, also seeks to deploy novel sorbent-based
solutions that can enable a zero-carbon emissions future.
Incorporating GE Vernova's sorbent innovations into AirJoule®
technology will enhance the performance of the joint venture's
energy-saving HVAC components as well as its atmospheric water
harvesting products.
The joint venture closed on March 4,
2024. In addition, GE Vernova made an equity investment in
Montana Technologies in conjunction with the Capital Raise. GE
Vernova's Advanced Research team is providing support to the joint
venture's R&D function, and Bryan
Barton, formerly the Senior Director of Marketing, Ventures,
and Incubation at GE Vernova, joined the joint venture full-time as
its Chief Executive Officer. Dr. Barton is currently focused on
expanding the joint venture team, advancing AirJoule®
prototypes, and managing initial pilot projects with key potential
customers for the HVAC components and atmospheric water harvesting
products.
Completion of Business Combination
On March 14, 2024, Power &
Digital Infrastructure Acquisition II Corp. ("XPDB") completed the
Business Combination with Legacy Montana, which was originally
announced on June 5, 2023. Upon
completion of the Business Combination, the combined entity was
renamed "Montana Technologies Corporation," and its common stock
and warrants began trading on the Nasdaq Capital Market under new
ticker symbols "AIRJ" and "AIRJW", respectively.
In conjunction with the Business Combination, the Capital Raise,
led by investments from Carrier, the Rice Investment Group, and GE
Vernova, and, together with amounts from XPDB's trust account,
exceeded the $50 million cash
required to satisfy the related closing condition.
Recent Additions to the Board of Directors and Management
Team
As part of the XPDB shareholder approval of the Business
Combination, XPDB shareholders elected the following individuals as
directors of Montana Technologies:
- Pat Eilers, Founder and Managing
Partner of Transition Equity Partners;
- Max Baucus, Former Ambassador to
China and Six-Term United States
Senator from the State of
Montana;
- Paul Dabbar, Former Undersecretary of the Department of Energy
for Science and current Chief Executive Officer and Co-Founder of
Bohr Quantum Technology;
- Matt Jore, Chief Executive
Officer of Montana Technologies;
- Stu Porter, Founder, Chief
Executive Officer and Chief Investment Officer of Denham Capital;
and
- Marwa Zaatari, Founder and Chief
Scientist of D-Zine Partners
Subsequent to the completion of the Business Combination, the
following individuals were appointed as directors of Montana
Technologies:
- Ajay Agrawal, Senior Vice
President, Global Services, Business Development and Chief Strategy
Officer at Carrier Global Corporation; and
- Kyle Derham, Partner at Rice
Investment Group
On May 7, 2024, Montana
Technologies named Pat Eilers as
Executive Chairman and appointed the following executives to its
management team:
- Stephen Pang, Chief Financial
Officer;
- Chad MacDonald, Chief Legal
Officer; and
- Tom Divine, Vice President,
Investor Relations and Finance
Quarterly Report on Form 10-Q
Montana Technologies' financial statements and related footnotes
will be available in its Quarterly Report on Form 10-Q for the
quarter ended March 31, 2024, which
is expected to be filed with the Securities and Exchange Commission
on May 20, 2024.
Investor Update Webcast
Montana Technologies has provided investors with an earnings
call webcast. Interested parties may view the webcast by visiting
the investor section of Montana Technologies' website at
www.mt.energy and clicking on the webcast link.
About Montana Technologies Corporation
Montana Technologies Corporation is a publicly traded company
that holds the intellectual properties that make up the
AirJoule® system, an atmospheric thermal energy
and water harvesting technology that provides efficient and
sustainable air conditioning and pure water from air. For more
information, visit www.mt.energy.
Forward Looking Statements
The information in this press release includes "forward-looking
statements" within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. All statements, other than statements of
present or historical fact included in this press release,
regarding Montana Technologies and its future financial and
operational performance, as well as its strategy, future
operations, estimated financial position, estimated revenues, and
losses, projected costs, prospects, plans and objectives of
management are forward looking statements. When used in this press
release, including any oral statements made in connection
therewith, the words "could," "may," "will," "should,"
"anticipate," "believe," "intend," "estimate," "expect," "project,"
the negative of such terms and other similar expressions are
intended to identify forward-looking statements, although not all
forward-looking statements contain such identifying words. These
forward-looking statements are based on management's current
expectations and assumptions about future events and are based on
currently available information as to the outcome and timing of
future events. Except as otherwise required by applicable law,
Montana Technologies expressly disclaims any duty to update any
forward-looking statements, all of which are expressly qualified by
the statements herein, to reflect events or circumstances after the
date of this press release.
Montana Technologies cautions you that these forward-looking
statements are subject to numerous risks and uncertainties, most of
which are difficult to predict and many of which are beyond Montana
Technology's control. These risks include, but are not limited to,
our status as an early stage Company with limited operating
history, which may make it difficult to evaluate the prospects for
our future viability; our initial dependence on revenue generated
from a single product; significant barriers we face to deploy our
technology; the dependence of our commercialization strategy on our
relationships with BASF, CATL, Carrier, GE Vernova, and other third
parties history of losses, and the other risks and uncertainties
described under the heading "Risk Factors" in our SEC filings
including in our Registration Statement (See Risk Factors) on Form
S-1 filed with the Securities and Exchange Commission (the "SEC")
on April 11, 2024. Given these risks
and uncertainties, readers are cautioned not to place undue
reliance on such forward-looking statements. Should one or more of
the risks or uncertainties described in this press release occur,
or should underlying assumptions prove incorrect, actual results
and plans could differ materially from those expressed in any
forward-looking statements. Montana Technology's SEC Filings are
available publicly on the SEC's website at www.sec.gov, and
readers are urged to carefully review and consider the various
disclosures made in such filings.
|
MONTANA TECHNOLOGIES
CORPORATION
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
March
31,
|
|
|
December 31,
|
|
|
|
2024
|
|
|
2023
|
|
|
Assets
|
|
|
|
|
|
|
|
Current
assets
|
|
|
|
|
|
|
|
Cash
|
|
$
|
37,429,270
|
|
|
$
|
375,796
|
|
|
Prepaid expenses and
other assets
|
|
|
486,338
|
|
|
|
126,971
|
|
|
Total current
assets
|
|
|
37,915,608
|
|
|
|
502,767
|
|
|
Operating lease
right-of-use asset
|
|
|
170,117
|
|
|
|
49,536
|
|
|
Property and equipment,
net
|
|
|
4,137
|
|
|
|
3,832
|
|
|
In-process research and
development
|
|
|
365,300,000
|
|
|
|
—
|
|
|
Goodwill
|
|
|
247,233,000
|
|
|
|
—
|
|
|
Total
assets
|
|
$
|
650,622,862
|
|
|
$
|
556,135
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and
Stockholders' equity (deficit)
|
|
|
|
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
$
|
431,774
|
|
|
$
|
2,518,763
|
|
|
Accrued transaction
fees
|
|
|
3,077,107
|
|
|
|
3,644,100
|
|
|
Other accrued
expenses
|
|
|
6,781,239
|
|
|
|
244,440
|
|
|
Due to related
parties
|
|
|
1,440,000
|
|
|
|
—
|
|
|
Operating lease
liability, current
|
|
|
22,981
|
|
|
|
22,237
|
|
|
Total current
liabilities
|
|
|
11,753,101
|
|
|
|
6,429,540
|
|
|
Earnout Shares
liability
|
|
|
61,393,000
|
|
|
|
—
|
|
|
True Up Shares
liability
|
|
|
286,000
|
|
|
|
—
|
|
|
Subject Vesting Shares
liability
|
|
|
14,217,000
|
|
|
|
—
|
|
|
Operating lease
liability, non-current
|
|
|
147,858
|
|
|
|
27,299
|
|
|
Total
liabilities
|
|
$
|
87,796,959
|
|
|
$
|
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 March 31, 2024 and December 31,
2023
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Class A Common stock,
$0.0001 par value; 600,000,000 authorized shares and
49,063,770 and 32,731,583 shares issued and outstanding as of March
31, 2024
and December 31, 2023, respectively
|
|
|
4,907
|
|
|
|
3,274
|
|
|
Class B Common stock,
$0.0001 par value; 50,000,000 authorized shares and
4,759,642 shares issued and outstanding as of March 31, 2024 and
December 31, 2023
|
|
|
476
|
|
|
|
476
|
|
|
Subscription
receivable
|
|
|
(6,000,000)
|
|
|
|
—
|
|
|
Additional paid-in
capital
|
|
|
—
|
|
|
|
11,263,647
|
|
|
Accumulated
deficit
|
|
|
(43,686,098)
|
|
|
|
(17,168,101)
|
|
|
Total Montana
Technologies Corporation stockholders' equity (deficit)
|
|
|
49,680,715
|
|
|
|
(5,900,704)
|
|
|
Non-controlling
interests
|
|
|
612,506,618
|
|
|
|
—
|
|
|
Total stockholders'
equity (deficit)
|
|
|
562,825,903
|
|
|
|
(5,900,704)
|
|
|
Total liabilities
and stockholders' equity (deficit)
|
|
$
|
650,622,862
|
|
|
$
|
556,135
|
|
|
MONTANA TECHNOLOGIES
CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
|
|
|
|
|
|
Three Months
Ended
March 31,
|
|
|
|
2024
|
|
|
2023
|
|
|
Costs and
expenses:
|
|
|
|
|
|
|
|
General and
administrative
|
|
$
|
827,576
|
|
|
$
|
218,175
|
|
|
Research and
development
|
|
|
896,613
|
|
|
|
604,944
|
|
|
Sales and
marketing
|
|
|
37,725
|
|
|
|
10,423
|
|
|
Depreciation and
amortization
|
|
|
1,145
|
|
|
|
1,085
|
|
|
Loss from
operations
|
|
|
(1,763,059)
|
|
|
|
(834,627)
|
|
|
|
|
|
|
|
|
|
|
|
Other expenses,
net:
|
|
|
|
|
|
|
|
|
|
Interest
income
|
|
|
38,236
|
|
|
|
—
|
|
|
Change in fair
value of Earnout Shares liability
|
|
|
(7,672,000)
|
|
|
|
—
|
|
|
Change in fair
value of True Up Shares liability
|
|
|
269,000
|
|
|
|
|
|
|
Change in fair
value of Subject Vesting Shares
|
|
|
(2,425,000)
|
|
|
|
—
|
|
|
Total other expenses,
net
|
|
|
(9,789,764)
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income
taxes
|
|
|
(11,552,823)
|
|
|
|
(834,627)
|
|
|
Income tax
expense
|
|
|
—
|
|
|
|
—
|
|
|
Net
loss
|
|
$
|
(11,552,823)
|
|
|
$
|
(834,627)
|
|
|
Net loss attributable
to non-controlling interests
|
|
|
(26,382)
|
|
|
|
—
|
|
|
Net loss attributable
to common stockholders of the Company
|
|
$
|
(11,526,441)
|
|
|
$
|
(834,627)
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average Class
A common stock outstanding, basic and diluted
|
|
|
36,916,955
|
|
|
|
32,599,213
|
|
|
Basic and diluted net
loss attributable to common stockholders, Class A common
stock
|
|
$
|
(0.28)
|
|
|
$
|
(0.02)
|
|
|
Weighted average Class
B common stock outstanding, basic and diluted
|
|
|
4,759,642
|
|
|
|
4,759,642
|
|
|
Basic and diluted net
loss attributable to common stockholders, Class B common
stock
|
|
$
|
(0.28)
|
|
|
$
|
(0.02)
|
|
|
MONTANA TECHNOLOGIES
CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
For the Three Months Ended
March
31,
|
|
|
|
2024
|
|
|
2023
|
|
|
Cash Flows from
Operating Activities
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(11,552,823)
|
|
|
$
|
(834,627)
|
|
|
Adjustment to reconcile
net loss to cash used in operating activities
|
|
|
|
|
|
|
|
|
|
Depreciation and
amortization
|
|
|
1,145
|
|
|
|
1,085
|
|
|
Amortization of
operating lease right-of-use assets
|
|
|
52,068
|
|
|
|
5,211
|
|
|
Change in fair value of
Earnout Shares liability
|
|
|
7,672,000
|
|
|
|
—
|
|
|
Change in fair value of
True Up Shares liability
|
|
|
(269,000)
|
|
|
|
—
|
|
|
Change in fair value of
Subject Vesting Shares liability
|
|
|
2,425,000
|
|
|
|
—
|
|
|
Changes in operating
assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Prepaid Expenses and
Other Assets
|
|
|
15,010
|
|
|
|
12,576
|
|
|
Operating lease
liabilities
|
|
|
(51,346)
|
|
|
|
(5,211)
|
|
|
Accounts
payable
|
|
|
(2,674,319)
|
|
|
|
40,279
|
|
|
Accrued expenses,
accrued transaction costs and other liabilities
|
|
|
(1,057,718)
|
|
|
|
(22,948)
|
|
|
Net cash used in
operating activities
|
|
|
(5,439,983)
|
|
|
|
(803,635)
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from
Investing Activities
|
|
|
|
|
|
|
|
|
|
Purchases of fixed
assets
|
|
|
(1,450)
|
|
|
|
—
|
|
|
Net cash used in
investing activities
|
|
|
(1,450)
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from
Financing Activities
|
|
|
|
|
|
|
|
|
|
Proceeds from the
exercise of warrants
|
|
|
45,760
|
|
|
|
—
|
|
|
Proceeds from the
exercise of options
|
|
|
56,250
|
|
|
|
—
|
|
|
Proceeds from the
issuance of common stock
|
|
|
43,365,000
|
|
|
|
255,861
|
|
|
Transaction costs -
recapitalization
|
|
|
(972,103)
|
|
|
|
—
|
|
|
Net cash provided by
financing activities
|
|
|
42,494,907
|
|
|
|
255,861
|
|
|
Net increase (decrease)
in cash
|
|
|
37,053,474
|
|
|
|
(547,774)
|
|
|
Cash, beginning of
period
|
|
|
375,796
|
|
|
|
5,211,486
|
|
|
Cash, end of the
period
|
|
$
|
37,429,270
|
|
|
|
4,663,712
|
|
|
|
|
|
|
|
|
|
|
|
Non-Cash investing
and financing activities:
|
|
|
|
|
|
|
|
|
|
Initial recognition of
earnout shares liability
|
|
$
|
53,721,000
|
|
|
$
|
—
|
|
|
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
|
|
|
|
—
|
|
|
Acquisition of business
from GE Vernova in exchange for issuing non-controlling
interests
|
|
|
612,533,000
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Cash
flow information:
|
|
|
|
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Contacts
Investor Relations
Tom
Divine – Vice President, Investor Relations and Finance
investors@mt.energy
Media:
Kekst CNC
MTMediaInquiries@kekstcnc.com
View original content to download
multimedia:https://www.prnewswire.com/news-releases/montana-technologies-announces-first-quarter-2024-results-302150567.html
SOURCE Montana Technologies