AirJoule Technologies Corp.
For the period ended Jun 30, 2025. Filed Aug 14, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 14, 2025
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-13.
0000950170-25-070295
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0000950170-25-108487
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 9 previous paragraphs and 6 current paragraphs.
4 unchanged; 1 reworded; 1 added; 4 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (1)
Current report
On April 23, 2025, we entered into the April 2025 PIPE Subscription Agreements with the April 2025 PIPE Investors, pursuant to which, among other things, the April 2025 PIPE Investors agreed to subscribe for and purchase from the Company, and the Company agreed to issue and sell to the April 2025 PIPE Investors, an aggregate of 3,775,126 newly issued shares of Class A common stock at a purchase price of $3.98 per share on the terms and subject to the conditions set forth therein. The April 2025 PIPE Subscription Agreements entitled the April 2025 PIPE Investors to shelf registration rights with respect to the shares of Class A common stock they purchased. The transaction closed on April 25, 2025, and the shares of Class A common stock were issued and sold to the April 2025 PIPE Investors in reliance on Section 4(a)(2) of the Securities Act. We expect to use the proceeds for the funding of future capital expenditures.
Removed paragraphs (4)
Previous report
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Previous report
During the three months ended March 31, 2025, no shares of capital stock were sold by the Company without registration under the Securities Act.
Previous report
Item 3. Defaults Upon Senior Securities
Reworded paragraphs (1)
Previous wording
On March 25, 2025, we entered into a common stock purchase agreement, or the Equity Line Purchase Agreement, with an accredited investor, or the Equity Line Investor, pursuant to which, among other things, we may, in our sole discretion, elect sell to B. Riley Principal Capital II up to 4,250,000 shares of our Class A common stock, from time to time after the date of this prospectus and during the term of the Purchase Agreement. These securities will be issued and sold in reliance on Section 4(a)(2) of the Securities Act. As of March 31, 2025, sales under the Equity Line Purchase Agreement had not yet commenced.
Current wording
On March 25, 2025, we entered into the Equity Line Purchase Agreement with the Equity Line Investor, pursuant to which, among other things, we may, in our sole discretion, elect sell to the Equity Line Investor up to 4,250,000 shares of our Class A common stock, from time to time after the date of this prospectus and during the term of the Purchase Agreement. These securities will be issued and sold in reliance on Section 4(a)(2) of the Securities Act. As of June 30, 2025, sales under the Equity Line Purchase Agreement had not yet commenced.