Stock-Based Compensation	6 Months Ended
Jun. 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, 1 Legacy Montana option holder exercised their options to purchase a total of 8,000 shares of Class A common stock, as converted, for a total purchase price of $3,920. As of June 30, 2024, of the 1,327,080 Legacy Montana options that are outstanding, 594,955 options expire on December 7, 2030, 71,395 options expire on March 15, 2031, 375,151 options expire on April 4, 2030, and 285,579 options expire on April 8, 2031. *Montana Technologies Corporation 2024 Incentive Award Plan* On March 8, 2024, the holders of XPDB common stock considered and approved the Montana Technologies Corporation 2024 Incentive Award Plan (the “Incentive Plan”) and Montana Technologies Corporation 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, (c) Stock Appreciation Right (“SAR”), (d) Restricted Stock Units (e) Restricted Stock, (f) Restricted Stock Units, (g), including (a) incentive stock options, (b) non-qualified stock options (“NSOs”), (c) stock appreciation right, (d) restricted stock units (“RSUs”), (e) restricted stock, (f) dividend equivalents;, and (hg) 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 Topic 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). On June 6, 2024, the Company issued an aggregate of 272,500 RSUs to certain employees with a grant date fair value of $10.23 per RSU. These awards vest as to 25% of the RSUs granted thereunder 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. For the three and six months ended June 2024, the Company recognized $48,407 in compensation expense related to these RSUs which is included in general and administrative expenses on the accompanying condensed consolidated statement of operations. On June 6, 2024, the Company issued an aggregate of 37,800 RSUs to certain non-employee directors with a grant date fair value of $10.23 per RSU. 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. For the three and six months ended June 2024, the Company recognized $26,853 as compensation expense related to these RSUs which is included in general and administrative expenses on the accompanying condensed consolidated statement of operations. On June 6, 2024, the Company issued an aggregate of 717,569 NSOs to certain employees with an exercise price of $10.23 per share. One-fourth of the total number of shares of Class A common stock subject to the NSOs vest and become exercisable on the first anniversary of the grant date, 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 of the grant date thereafter, subject to the applicable employee’s continued service through the applicable vesting date. The NSOs expire on June 6, 2034. For the three and six months ended June 2024, the Company recognized $48,405 in compensation expense related to these NSOs which is included in general and administrative expenses on the accompanying condensed consolidated statement of operations. On June 6, 2024, the Company issued an aggregate of 99,540 NSOs to certain non-employee directors with an exercise price of $10.23 per share. These awards 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. The NSOs expire on June 6, 2034. For the three and six months ended June 2024, the Company recognized $26,854 in compensation expense related to these NSOs which is included in general and administrative expenses on the accompanying condensed consolidated statement of operations. The fair value of the NSOs granted was determined using the Black-Scholes option-pricing model and were based on the following weighted average assumptions: Expected dividend yield – 0.00%, expected volatility – 29.51%, Risk-free interest rate - 4.18%, Expected life – 6.11 years.

Stock-Based Compensation

6 Months Ended

Jun. 30, 2024

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, 1 Legacy Montana option holder exercised their options to purchase a total of 8,000 shares of Class A common stock, as converted, for a total purchase price of $3,920.

As of June 30, 2024, of the 1,327,080 Legacy Montana options that are outstanding, 594,955 options expire on December 7, 2030, 71,395 options expire on March 15, 2031, 375,151 options expire on April 4, 2030, and 285,579 options expire on April 8, 2031.

Montana Technologies Corporation 2024 Incentive Award Plan

On March 8, 2024, the holders of XPDB common stock considered and approved the Montana Technologies Corporation 2024 Incentive Award Plan (the “Incentive Plan”) and Montana Technologies Corporation 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, (c) Stock Appreciation Right (“SAR”), (d) Restricted Stock Units (e) Restricted Stock, (f) Restricted Stock Units, (g), including (a) incentive stock options, (b) non-qualified stock options (“NSOs”), (c) stock appreciation right, (d) restricted stock units (“RSUs”), (e) restricted stock, (f) dividend equivalents;, and (hg) 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 Topic 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).

On June 6, 2024, the Company issued an aggregate of 272,500 RSUs to certain employees with a grant date fair value of $10.23 per RSU. These awards vest as to 25% of the RSUs granted thereunder 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. For the three and six months ended June 2024, the Company recognized $48,407 in compensation expense related to these RSUs which is included in general and administrative expenses on the accompanying condensed consolidated statement of operations.

On June 6, 2024, the Company issued an aggregate of 37,800 RSUs to certain non-employee directors with a grant date fair value of $10.23 per RSU. 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. For the three and six months ended June 2024, the Company recognized $26,853 as compensation expense related to these RSUs which is included in general and administrative expenses on the accompanying condensed consolidated statement of operations.

On June 6, 2024, the Company issued an aggregate of 717,569 NSOs to certain employees with an exercise price of $10.23 per share. One-fourth of the total number of shares of Class A common stock subject to the NSOs vest and become exercisable on the first anniversary of the grant date, 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 of the grant date thereafter, subject to the applicable employee’s continued service through the applicable vesting date. The NSOs expire on June 6, 2034. For the three and six months ended June 2024, the Company recognized $48,405 in compensation expense related to these NSOs which is included in general and administrative expenses on the accompanying condensed consolidated statement of operations.

On June 6, 2024, the Company issued an aggregate of 99,540 NSOs to certain non-employee directors with an exercise price of $10.23 per share. These awards 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. The NSOs expire on June 6, 2034. For the three and six months ended June 2024, the Company recognized $26,854 in compensation expense related to these NSOs which is included in general and administrative expenses on the accompanying condensed consolidated statement of operations.

The fair value of the NSOs granted was determined using the Black-Scholes option-pricing model and were based on the following weighted average assumptions: Expected dividend yield – 0.00%, expected volatility – 29.51%, Risk-free interest rate - 4.18%, Expected life – 6.11 years.