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false00018554740001855474airj:ClassCommonStockParValue0.0001PerShareMember2025-11-132025-11-130001855474airj:WarrantsToPurchaseClassCommonStockMember2025-11-132025-11-1300018554742025-11-132025-11-13

 

UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d)

 

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): November 13, 2025

 

AirJoule Technologies Corporation

 

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-41151

 

 

86-2962208

(State or other jurisdiction of
incorporation or organization)

 

(Commission File Number)

 

 

 

(IRS Employer
Identification No.)

 

34361 Innovation Drive

Ronan, Montana

 

59864

(Address of principal executive offices)

(Zip Code)

 

(800) 942-3083

 

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

 

AIRJ

 

Nasdaq Capital Market

Warrants to purchase Class A common stock

 

AIRJW

Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


 

Item 2.02. Results of Operations and Financial Condition

 

On November 13, 2025, AirJoule Technologies Corporation issued a press release announcing its financial and operational results for the third quarter of 2025. A copy of the press release is furnished as Exhibit 99.1 hereto.

 

The information furnished pursuant to this Item 2.02 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits

 

99.1

 

Press release of AirJoule Technologies Corporation, dated November 13, 2025.

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 


 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

AIRJOULE TECHNOLOGIES CORPORATION

Date: November 13, 2025

By:

/s/ Stephen S. Pang

 

Name:

Stephen S. Pang

 

Title:

Chief Financial Officer

 

 

 


EX-99.1 2 airj-ex99_1.htm EX-99.1 EX-99.1

 

Exhibit 99.1

AirJoule Technologies (NASDAQ: AIRJ) Announces Third Quarter 2025 Results and Provides Business Update

AIRJ Expands Strategic Partnerships and Advances Productization of AirJouleTM Systems Ahead of Commercial Deployments in 2026

November 13, 2025 – AirJoule Technologies Corporation (NASDAQ: AIRJ) (“AirJoule Technologies” or “AIRJ”), a leading technology platform that unleashes the power of water from air, today announced its third quarter 2025 results and provided a business update highlighting progress toward near-term commercialization.

“AirJoule Technologies is addressing emerging opportunities driven by powerful macro trends that are fundamentally reshaping global water and energy markets,” said Matt Jore, Chief Executive Officer of AirJoule Technologies. “Water scarcity is intensifying across key industrial and population centers. Data center expansion is driving unprecedented demand for sustainable cooling and water solutions. Major industrial growth is creating an urgent need for distributed and resilient water infrastructure. And critically, there is growing recognition across industrial, commercial, and defense sectors that the atmosphere represents an elegant solution to these interconnected challenges. We are positioning AirJoule at the center of this convergence, and the momentum we’ve built over the past quarter demonstrates that our platform technology is moving decisively from development to deployment.”

“During the third quarter, we achieved several critical milestones that validate our commercialization strategy and reinforce our leadership in the massive market for industrial-scale water from air.” Jore continued. “We are scaling our manufacturing readiness and testing capabilities, advancing multiple customer deployment initiatives, and strengthening our defense sector relationships. With our increasing commercial traction and an expanding portfolio of strategic partnerships, including GE Vernova, Carrier, Net Zero Innovation Hub for Data Centers, and the U.S. Army Engineer Research and Development Center, we believe AirJoule is well-positioned to capture significant market share as we transition from emerging technology to deployed solutions.”

Advancing Strategic Collaborations and Field Deployments

Hubbard Deployment Provides Operational Validation

In September 2025, AIRJ commenced a field demonstration in Hubbard, TX to demonstrate AirJoule’s operations using waste heat in real-world conditions. The system is currently operating 24/7 and generating immense amounts of data that validate AirJoule’s performance across different environmental conditions. This compelling performance is accelerating commercial adoption across industrial applications while exhibiting AirJoule’s circular economy approach of using waste heat to produce reliable, cost-effective, and pure water from air.

Net Zero Innovation Hub Partnership Reinforces Leadership in Sustainable Infrastructure

In September 2025, AirJoule was selected as a winner of a technology competition seeking to improve energy and water sustainability for data centers. The collaboration with the Net Zero Innovation Hub for Data Centers (the “Innovation Hub”), whose founding members include Google, Microsoft, and Data4, represents a strategic alignment with leading hyperscalers and places AirJoule at the forefront of sustainable infrastructure for next-generation data centers. AIRJ expects to showcase AirJoule’s capabilities at the Innovation Hub’s testbed facility in 2026, providing visibility to customers, investors, and strategic partners while validating its performance at a real-world data center.

AirJoule System Delivered to Arizona State University

In October 2025, AIRJ successfully delivered an AirJoule A250 system to Arizona State University (“ASU”), one of the world’s premier research institutions in the field of atmospheric water harvesting. Once operational, the ASU deployment will serve as a high-profile demonstration of the AirJoule platform technology for industrial customers in the Southwest United States. Additionally, the collaboration with ASU is expected to generate valuable research data and enable third-party validation of AirJoule’s industry-leading performance in arid environments.

Strategic Defense Sector Expansion

Collaborative Research Program with U.S. Army Engineer Research and Development Center

As previously announced, AIRJ entered into a Cooperative Research and Development Agreement with the U.S. Army Engineer Research and Development Center (“ERDC”), one of the world’s premier military research institutions. This collaboration is focused on integrating AirJoule’s waste-heat-to-water platform with tactical waste heat recovery systems to deliver resilient, fuel-efficient water supply solutions for forward-deployed military personnel.

The ERDC partnership aims to validate AirJoule’s application in the most demanding operational environments in the world and support AIRJ in capturing significant opportunities across defense and national security applications. Successful execution of this research program is expected to inform procurement decisions by the Department of Defense and allied military forces, while simultaneously accelerating commercial adoption across adjacent markets.

 


 

New Defense Collaboration on Anti-Corrosion for High Value Storage

AirJoule Technologies recently signed an agreement with a U.S defense contractor to evaluate AirJoule’s energy-efficient dehumidification for critical anti-corrosion applications. This collaboration represents a significant expansion of AIRJ’s defense sector footprint and addresses a multibillion-dollar challenge facing military installations, naval vessels, aerospace assets, and critical infrastructure.

Corrosion costs the U.S. Department of Defense billions of dollars annually in maintenance, equipment replacement, and operational readiness challenges. Traditional corrosion mitigation strategies often rely on precise humidity control using legacy dehumidification systems that are expensive to operate. AirJoule can provide dehumidified air at a fraction of the cost of conventional industrial dehumidifiers, yielding substantial cost savings to the American taxpayer. The partnership with the defense contractor envisions initial deployments in conjunction with the U.S. military beginning in 2026.

Accelerating Commercial Pipeline Development

AirJoule's Competitive Advantage - Pure Distilled Water at Competitive Economics

A critical differentiator for AirJoule is the exceptional purity of water it produces. AirJoule’s process natively incorporates three purification steps—selective capture through advanced sorbent materials, vacuum distillation, and filtration with UV treatment—producing distilled water with zero dissolved solids that meets all EPA and FDA bottled water standards. In addition to high purity water, AirJoule offers compelling economics for customers who lack low-cost or reliable pure water sources. This enables AirJoule to compete effectively against expensive water trucking, municipal water requiring extensive treatment, or constrained supplies that limit operations.

Advancing Negotiations for Multi-Unit System Deployments

AirJoule Technologies is actively engaged in commercial discussions with customers for multi-unit AirJoule systems, representing a significant step toward scalable commercial deployment and near-term revenue generation. These discussions span diverse industries including:

Data Centers: require significant amounts of water for cooling and onsite, behind-the-meter power generation
Food and Beverage Manufacturing: production processes require high-purity water and facilities are often well-suited for moisture recapture
Residential Construction: distributed water solutions are necessary for continued housing development in water-stressed regions
Chemical Manufacturing: operations are increasingly affected by water scarcity and water quality constraints

Several of these commercial discussions involve an innovative Water Purchase Agreement (“WPA”) business model, where customers purchase water on a volumetric basis rather than purchasing AirJoule systems. This approach has the potential to dramatically accelerate customer adoption by eliminating upfront capital requirements, reducing deployment risk, and aligning customer economics with successful operation—similar to Power Purchase Agreement structures that have been successful in the power sector.

The WPA model is designed to create recurring revenue streams, strengthen customer relationships, and establish AirJoule Technologies as a long-term infrastructure partner. This strategic approach is expected to differentiate AirJoule in the market and accelerate commercialization across risk-averse and price-sensitive customer segments.

Productization and Manufacturing Scale-Up of A250 Platform

Strategic Focus on A250 Productization for Industrial Dehumidification and Water Generation

AIRJ is advancing the productization of its A250 system for commercial-scale deployment across industrial dehumidification and distributed water generation applications. This process includes initiatives to ensure reliability, maximize water productivity, and reduce the bill of materials, which are critical steps towards scalable commercial deployment in 2026. These efforts are expected to strengthen customer confidence, accelerate commercial negotiations, and enable AIRJ to respond rapidly to market demand as AirJoule transitions from an emerging technology to a deployed solution.

Expanding Manufacturing Capabilities and Testing Infrastructure

Ribbon Cutting Ceremony for State-of-the-Art Newark Facility

AIRJ celebrated the official ribbon cutting of its advanced manufacturing and testing facility in Newark, Delaware, representing a significant milestone in AIRJ’s evolution from research and development to commercial-scale production. The facility is designed to support productization, assembly, quality assurance, and performance validation of AirJoule products—essential capabilities as AIRJ advances toward commercial deployment across multiple market segments.

Strategic Expansion of Environmental Testing Capabilities

Building on the momentum of the Newark facility launch, AirJoule Technologies expanded its facilities to include an additional environmental test chamber, enabling system performance validation across a broader range of temperature, humidity, and operational conditions simultaneously. This enhanced testing capability is expected to accelerate product development cycles, support customer-specific validation requirements, and strengthen AirJoule’s competitive position by demonstrating superior performance across diverse operating environments.

Financial Results for Third Quarter Ended September 30, 2025

 


 

Strategic Capital Investment in 50/50 Joint Venture with GE Vernova (“AirJoule JV”)

During the third quarter, AirJoule Technologies made a $2.75 million capital contribution to the AirJoule JV to support the continued productization and commercialization activities outlined above. The joint venture with GE Vernova, one of the world’s leading energy infrastructure companies, represents a cornerstone of AIRJ’s commercialization strategy. GE Vernova’s extensive engineering capabilities, global customer relationships, and deep domain expertise in power generation and industrial systems are invaluable to accelerating AirJoule’s market penetration and product development.

Strong Balance Sheet Provides Multiple Years of Operational Runway

AirJoule Technologies ended the third quarter with $26.0 million in cash, cash equivalents and restricted cash, providing substantial financial flexibility to execute the its commercialization strategy, advance product development initiatives, pursue strategic partnerships, and capitalize on emerging market opportunities.

Looking Ahead to Commercialization

Near-Term Revenue Catalysts Across Multiple Market Segments

AIRJ is poised to generate initial revenues across multiple pathways in the near term:

Commercial System Sales: Multi-unit deployments to data center, industrial, and commercial customers
Water Purchase Agreements: Recurring revenue from long term contracts to provide distilled water to customers
Defense Applications: Expanding addressable market through ERDC collaboration and defense contractor partnership on anti-corrosion

AIRJ expects to provide updates on commercial negotiations, deployment timelines, and potential revenue guidance as customer discussions progress and agreements are finalized.

“Looking ahead, we see multiple pathways to commercialization converging simultaneously,” said Bryan Barton, Chief Commercialization Officer of AirJoule Technologies. “Our potential customer pipeline is growing across data centers, industrial, and defense applications. Our partnership ecosystem with GE Vernova, Carrier, Net Zero Innovation Hub for Data Centers, and ERDC is delivering tangible progress and market validation. Our manufacturing capabilities are scaling to support commercial deployments. And critically, market awareness of water scarcity challenges and the need for distributed, sustainable water solutions is accelerating dramatically. We believe AirJoule Technologies is at the forefront of an industry inflection point, and we are committed to executing our commercialization strategy with discipline, urgency, and focus on delivering shareholder value.”

Quarterly Report on Form 10-Q

AirJoule Technologies’ condensed consolidated financial statements and related footnotes are available in its Quarterly Report on Form 10-Q for the period ended September 30, 2025, which is expected to be filed with the Securities and Exchange Commission (“SEC”) on November 14, 2025.

Earnings Call Webcast

AirJoule Technologies will host a conference call to discuss third quarter 2025 results at 8:30 AM ET on Friday, November 14, 2025. To access the live audio webcast of the conference call, please visit the AIRJ investor relations website at https://airjouletech.com/investors. To participate by phone, dial 877-407-6184 (domestic) or +1-201-389-0877 (international).

An archived webcast will be available following the call.

About AirJoule Technologies Corporation

AirJoule Technologies Corporation (NASDAQ: AIRJ) is a leading technology platform that unleashes the power of water from air. Through its joint venture with GE Vernova and in partnership with Carrier Global Corporation, the company’s purpose is freeing the world of its water and energy constraints by delivering groundbreaking sorption technologies. For more information, visit https://airjouletech.com.

Follow AirJoule Technologies on LinkedIn: https://www.linkedin.com/company/airjoule-tech/

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 AirJoule 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,” “positioned,” “target,” 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, AirJoule 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.

AirJoule 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 AirJoule Technologies’ 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, Carrier, GE Vernova, and other third parties history of losses, and the other risks and uncertainties described in our SEC filings including the “Risk Factors” section of our most recent Annual Report on Form 10-K and any subsequently filed Quarterly Reports on Form 10-Q. 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. AirJoule Technologies’ 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.

Trademark Protection

AirJoule Technologies’ name, logos and website name and address are trademarks or service marks. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this press release are listed without the applicable®,™ and SM symbols, but AirJoule Technologies will assert, to the fullest extent under applicable law, its rights to these trademarks, trade names and service marks.

 


 

AIRJOULE TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS

 

September 30,

 

 

December 31,

 

 

2025

 

 

2024

 

 

(unaudited)

 

 

 

 

Assets

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash, cash equivalents and restricted cash

 

$

26,007,725

 

 

$

28,021,748

 

Due from related party

 

 

1,031,635

 

 

 

2,820,129

 

Prepaid expenses and other current assets

 

 

823,808

 

 

 

613,754

 

Total current assets

 

 

27,863,168

 

 

 

31,455,631

 

Operating lease right-of-use asset

 

 

123,215

 

 

 

147,001

 

Property and equipment, net

 

 

27,633

 

 

 

16,373

 

Investment in AirJoule, LLC

 

 

344,660,102

 

 

 

338,178,633

 

Other assets

 

 

55,723

 

 

 

54,482

 

Total assets

 

$

372,729,841

 

 

$

369,852,120

 

Liabilities and stockholders’ equity

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Accounts payable

 

$

143,075

 

 

$

79,202

 

Other accrued expenses

 

 

1,792,779

 

 

 

1,720,318

 

Operating lease liability, current

 

 

33,657

 

 

 

30,227

 

True Up Shares liability

 

 

 

 

 

2,189,000

 

Total current liabilities

 

 

1,969,511

 

 

 

4,018,747

 

Earnout Shares liability

 

 

7,144,000

 

 

 

24,524,000

 

Subject Vesting Shares liability

 

 

1,506,000

 

 

 

7,819,000

 

Operating lease liability, non-current

 

 

98,390

 

 

 

124,002

 

Deferred tax liability

 

 

75,658,539

 

 

 

81,256,047

 

Total liabilities

 

 

86,376,440

 

 

 

117,741,796

 

Commitments and contingencies (Note 12)

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

 

Preferred stock, $0.0001 par value; 25,000,000 authorized shares and 0 shares issued
   and outstanding as of September 30, 2025 and December 31, 2024

 

$

 

 

$

 

Class A common stock, $0.0001 par value; 600,000,000 authorized shares and
  60,538,813 and 55,928,661 shares issued and outstanding as of September 30, 2025
   and December 31, 2024, respectively

 

 

6,054

 

 

 

5,593

 

Additional paid-in capital

 

 

74,440,174

 

 

 

53,577,270

 

Retained earnings

 

 

211,907,173

 

 

 

198,527,461

 

Total stockholders’ equity

 

 

286,353,401

 

 

 

252,110,324

 

Total liabilities and stockholders’ equity

 

$

372,729,841

 

 

$

369,852,120

 

 

 


 


AIRJOULE TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Cost and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

$

2,962,759

 

 

$

2,438,227

 

 

$

9,500,454

 

 

$

6,462,671

 

Research and development

 

 

(8,476

)

 

 

(87,147

)

 

 

781,066

 

 

 

1,809,814

 

Sales and marketing

 

 

50,473

 

 

 

23,639

 

 

 

72,476

 

 

 

136,205

 

Transaction costs incurred in connection with business combination

 

 

 

 

 

 

 

 

 

 

 

54,693,103

 

Depreciation and amortization

 

 

2,871

 

 

 

2,136

 

 

 

6,748

 

 

 

4,437

 

Loss from operations

 

 

(3,007,627

)

 

 

(2,376,855

)

 

 

(10,360,744

)

 

 

(63,106,230

)

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

272,899

 

 

 

374,051

 

 

 

799,656

 

 

 

616,677

 

Gain on contribution to AirJoule, LLC

 

 

 

 

 

 

 

 

 

 

 

333,500,000

 

Equity loss from investment in AirJoule, LLC

 

 

(1,948,586

)

 

 

(2,336,554

)

 

 

(6,268,531

)

 

 

(2,943,724

)

Change in fair value of Earnout Shares liability

 

 

(1,728,000

)

 

 

31,759,000

 

 

 

17,380,000

 

 

 

37,151,000

 

Change in fair value of True Up Shares liability

 

 

 

 

 

(1,866,000

)

 

 

106,106

 

 

 

(1,733,000

)

Change in fair value of Subject Vesting Shares liability

 

 

(95,000

)

 

 

8,188,000

 

 

 

6,313,000

 

 

 

7,522,000

 

Gain on settlement of legal fees

 

 

 

 

 

 

 

 

 

 

 

2,207,445

 

Other income (expense), net

 

 

98,187

 

 

 

6,921

 

 

 

(187,283

)

 

 

6,921

 

Total other income (loss), net

 

 

(3,400,500

)

 

 

36,125,418

 

 

 

18,142,948

 

 

 

376,327,319

 

Income (loss) before income taxes

 

 

(6,408,127

)

 

 

33,748,563

 

 

 

7,782,204

 

 

 

313,221,089

 

Income tax benefit (expense)

 

 

2,395,968

 

 

 

1,268,295

 

 

 

5,597,508

 

 

 

(83,219,044

)

Net income (loss)

 

$

(4,012,159

)

 

$

35,016,858

 

 

$

13,379,712

 

 

$

230,002,045

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average Class A common stock outstanding, basic

 

 

60,452,978

 

 

 

51,026,682

 

 

 

58,598,923

 

 

 

45,981,155

 

Basic net income (loss) per share, Class A common stock

 

$

(0.07

)

 

$

0.63

 

 

$

0.23

 

 

$

4.53

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average Class A common stock outstanding, diluted

 

 

60,452,978

 

 

 

52,586,743

 

 

 

59,608,314

 

 

 

47,372,900

 

Diluted net income (loss), per share, Class A common stock

 

$

(0.07

)

 

$

0.61

 

 

$

0.22

 

 

$

4.41

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average Class B common stock outstanding, basic and diluted

 

 

 

 

 

4,759,642

 

 

 

 

 

 

4,759,642

 

Basic net income per share, Class B common stock

 

$

 

 

$

0.63

 

 

$

 

 

$

4.53

 

Diluted net income per share, Class B common stock

 

$

 

 

$

0.61

 

 

$

 

 

$

4.41

 

 

 


 

AIRJOULE TECHNOLOGIES CORPORATION
CONDESNED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

Nine Months Ended September 30,

 

 

2025

 

 

2024

 

Cash flows from operating activities

 

 

 

 

 

 

Net income

 

$

13,379,712

 

 

$

230,002,045

 

Adjustment to reconcile net income to cash used in operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

6,748

 

 

 

4,437

 

Deferred tax expense (benefit)

 

 

(5,597,508

)

 

 

83,219,044

 

Amortization of operating lease right-of-use assets

 

 

23,786

 

 

 

21,512

 

Change in fair value of Earnout Shares liability

 

 

(17,380,000

)

 

 

(37,151,000

)

Change in fair value of True Up Shares liability

 

 

(106,106

)

 

 

1,733,000

 

Change in fair value of Subject Vesting Shares liability

 

 

(6,313,000

)

 

 

(7,522,000

)

Change in fair value of Equity Line Obligation liability

 

 

148,495

 

 

 

 

Change in accrued royalties

 

 

(250,000

)

 

 

 

Gain on contribution to AirJoule, LLC

 

 

 

 

 

(333,500,000

)

Equity loss from investment in AirJoule, LLC

 

 

6,268,531

 

 

 

2,943,724

 

Non-cash transaction costs in connection with business combination

 

 

 

 

 

53,721,000

 

Gain on settlement of legal fees

 

 

 

 

 

(2,207,445

)

Share-based compensation

 

 

3,592,085

 

 

 

738,470

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Due from related party

 

 

2,136,390

 

 

 

(1,962,873

)

Due to related party

 

 

 

 

 

(1,440,000

)

Prepaid expenses and other current assets

 

 

(129,214

)

 

 

(515,214

)

Operating lease liabilities

 

 

(22,181

)

 

 

(16,453

)

Accounts payable

 

 

49,742

 

 

 

(1,971,156

)

Accrued expenses, accrued transaction costs and other liabilities

 

 

156,789

 

 

 

(7,658,315

)

Net cash used in operating activities

 

 

(4,035,731

)

 

 

(21,561,224

)

Cash flows from investing activities

 

 

 

 

 

 

Purchases of fixed assets

 

 

(18,008

)

 

 

(16,031

)

Investment in AirJoule, LLC

 

 

(12,750,000

)

 

 

(10,000,000

)

Net cash used in investing activities

 

 

(12,768,008

)

 

 

(10,016,031

)

Cash flows from financing activities

 

 

 

 

 

 

Proceeds from the exercise of warrants

 

 

 

 

 

45,760

 

Proceeds from the exercise of options and purchases pursuant to employee stock purchase plan

 

 

140,887

 

 

 

93,243

 

Proceeds from the PIPE offering, net

 

 

14,243,731

 

 

 

 

Proceeds from the issuance of common stock

 

 

 

 

 

61,750,000

 

Proceeds from the issuance of common stock pursuant to Equity Line Purchase Agreement

 

 

405,098

 

 

 

 

Net cash provided by financing activities

 

 

14,789,716

 

 

 

61,889,003

 

Net increase (decrease) in cash, cash equivalents and restricted cash

 

 

(2,014,023

)

 

 

30,311,748

 

Cash, cash equivalents and restricted cash, beginning of period

 

 

28,021,748

 

 

 

375,796

 

Cash, cash equivalents and restricted cash, end of the period

 

$

26,007,725

 

 

$

30,687,544

 

Supplemental non-cash investing and financing activities:

 

 

 

 

 

 

Issuance of True Up Shares

 

$

2,082,894

 

 

$

 

Deferred offering costs included in accrued expenses and other current liabilities

 

$

82,081

 

 

$

 

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

 

Contribution to AirJoule, LLC of license to technology

 

$

 

 

$

333,500,000

 

Supplemental cash flow information:

 

 

 

 

 

 

Taxes paid

 

$

 

 

$

 

 

Contacts

 

Investor Relations & Media:

Tom Divine – Vice President, Investor Relations and Finance

investors@airjouletech.com