AirJoule Technologies Corp.

Previous wording

We are an advanced technology company whose purpose is to free the world from its water and energy constraints by delivering groundbreaking sorption technologies. AirJoule is the leading technology platform that unleashes the power of water from air. AirJoule produces pure distilled water from air, and our proprietary AirJoule platform, at commercial scale, will mitigate water scarcity through distributed water generation for businesses and consumers around the world. Our products are especially valuable for industrial users, which generate significant amounts of waste heat that can be used to power our sorption technologies to produce low cost pure distilled water and dehumidified air – two key inputs for a variety of industrial activities, including data centers and advanced manufacturing. In HVAC applications, AirJoule is designed to reduce energy consumption, minimize or even eliminate the use of environmentally-harmful refrigerants, and generate material cost efficiencies for air conditioning systems. We are focused on commercialization and scaling manufacturing of our AirJoule products through our global collaborations, including with GE Vernova and Carrier, and we believe that deploying AirJoule units worldwide will serve our purpose of freeing the world of its water and energy constraints. We plan to manufacture initial AirJoule systems capable of producing more than 1,000 liters per day in 2025, which we intend to use for customer demonstrations, and we expect to scale capacities for commercial sales in 2026.

Current wording

We are an advanced technology company whose purpose is to free the world from its water and energy constraints by delivering groundbreaking sorption technologies. AirJoule is the leading technology platform that unleashes the power of water from air. AirJoule produces pure distilled water from air, and our proprietary AirJoule platform, at commercial scale, will mitigate water scarcity through distributed water generation for businesses and consumers around the world. Our products are especially valuable for industrial users, which generate significant amounts of waste heat that can be used to power our sorption technologies to produce low cost pure distilled water and dehumidified air – two key inputs for a variety of industrial activities, including data centers and advanced manufacturing. In HVAC applications, AirJoule is designed to reduce energy consumption, minimize or even eliminate the use of environmentally-harmful refrigerants, and generate material cost efficiencies for air conditioning systems. We are focused on commercialization and scaling manufacturing of our AirJoule products through our global collaborations, including with GE Vernova and Carrier, and we believe that deploying AirJoule units worldwide will serve our purpose of freeing the world of its water and energy constraints. We plan to manufacture initial AirJoule systems capable of producing more than 250 liters per day in 2025, which we intend to use for customer demonstrations, and we expect to scale capacities for commercial sales in 2026.

Previous wording

On March 25, 2025, we entered into the Equity Line Purchase Agreement, with the Equity Line Investor. Under the terms and subject to the conditions of the Equity Line Purchase Agreement, the Company has the right, but not the obligation, to sell to the Equity Line Investor, over a 36-month period, up to an aggregate of $30,000,000 of our newly issued shares of common stock subject to certain conditions and limitations contained in the Equity Line Purchase Agreement, including that we may issue no more than the number of shares equal to 19.99% of the aggregate number of our issued and outstanding shares of common stock as of immediately prior to the execution of the Equity Line Purchase Agreement without first obtaining stockholder approval. As of June 30, 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. Under the terms and subject to the conditions of the Equity Line Purchase Agreement, the Company has the right, but not the obligation, to sell to the Equity Line Investor, over a 36-month period, up to an aggregate of $30,000,000 of our newly issued shares of common stock subject to certain conditions and limitations contained in the Equity Line Purchase Agreement, including that we may issue no more than the number of shares equal to 19.99% of the aggregate number of our issued and outstanding shares of common stock as of immediately prior to the execution of the Equity Line Purchase Agreement without first obtaining stockholder approval. As of September 30, 2025, sales under the Equity Line Purchase Agreement generated net proceeds of approximately $0.4 million.

Previous wording

On April 25, 2025, we entered into the Amended LLC Agreement, pursuant to which we expected to contribute additional capital to the AirJoule JV based on a business plan and annual operating budgets to be agreed between us and GE Vernova. In July 2025, we contributed an additional $2.75 million in capital contributions to the AirJoule JV.

Current wording

On April 25, 2025, we entered into the Amended LLC Agreement, pursuant to which we expected to contribute additional capital to the AirJoule JV based on a business plan and annual operating budgets to be agreed between us and GE Vernova. In October 2025, we contributed an additional $5.0 million in capital contributions to the AirJoule JV.

Previous wording

The three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024

Current wording

The three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024

Previous wording

The following table sets forth the Company’s condensed consolidated statements of operations data for the three and six months ended June 30, 2025 and 2024:

Current wording

The following table sets forth the Company’s condensed consolidated statements of operations data for the three and nine months ended September 30, 2025 and 2024:

Previous wording

General and administrative expenses for the six months ended June 30, 2025 were $6.5 million as compared to $4.0 million for the six months ended June 30, 2024. The $2.5 million increase was primarily related to a $2.4 million increase in share-based compensation expense, a $1.3 million increase in salaries and benefits as a result of an increased headcount and a $0.6 million increase in other expenses related to public company activity offset by a $0.6 million decrease in audit and legal fees, a $0.2 million decrease in professional services, a $0.2 million decrease in licensing fees and the reimbursement of costs incurred per the statement of work with AirJoule, LLC of $0.8 million. We expect that our general and administrative expenses will increase in future periods commensurate with the expected growth of our business and increased expenditures associated with our status as an exchange-listed public company.

Current wording

General and administrative expenses for the three months ended September 30, 2025 were $3.0 million as compared to $2.4 million for the three months ended September 30, 2024. The $0.5 million increase was primarily related to a $0.7 million increase in share-based compensation expense and a $0.1 million increase in salaries and benefits as a result of an increased headcount offset by a $0.3 million decrease in audit and legal fees. We expect that our general and administrative expenses will increase in future periods commensurate with the expected growth of our business and increased expenditures associated with our status as an exchange-listed public company.

Previous wording

General and administrative expenses for the three months ended June 30, 2025 were $3.8 million as compared to $3.2 million for the three months ended June 30, 2024. The $0.5 million increase was primarily related to a $1.4 million increase in share-based compensation expense, a $0.4 million increase in professional services and a $0.3 million increase in salaries and benefits as a result of an increased headcount offset by a $0.6 million decrease in audit and legal fees, a $0.6 million decrease in expenses related to public company activity including insurance, director fees and licensing fees and the reimbursement of costs incurred per the statement of work with AirJoule, LLC of $0.4 million. We expect that our general and administrative expenses will increase in future periods commensurate with the expected growth of our business and increased expenditures associated with our status as an exchange-listed public company.

Current wording

General and administrative expenses for the nine months ended September 30, 2025 were $9.5 million as compared to $6.5 million for the nine months ended September 30, 2024. The $3.0 million increase was primarily related to a $3.1 million increase in share-based compensation expense and a $1.4 million increase in salaries and benefits as a result of an increased headcount offset by an increase in reimbursement of costs incurred per the statement of work with AirJoule, LLC of $0.6 million, a $0.5 million decrease in professional services and a $0.4 million decrease in audit and legal fees. We expect that our general and administrative expenses will increase in future periods commensurate with the expected growth of our business and increased expenditures associated with our status as an exchange-listed public company.

Previous wording

Research and development expenses for the six months ended June 30, 2025 were $0.8 million as compared to $1.9 million for the six months ended June 30, 2024. The $1.1 million decrease in research and development was primarily related to a $0.3 million increase in share-based compensation and salaries and benefits as a result of an increased headcount offset by a $1.1 million decrease in purchasing of research and development materials, patent fees and consulting services and the reimbursement of costs incurred per the statement of work with AirJoule, LLC of $0.3 million.

Current wording

Research and development expenses for the nine months ended September 30, 2025 were $0.8 million as compared to $1.8 million for the nine months ended September 30, 2024. The $1.0 million decrease in research and development was primarily related to a $1.0 million decrease in R&D materials purchases, a $0.7 million decrease in patent and royalty expenses, a $0.6 million decrease in professional and consulting services offset by the decrease in the reimbursement of costs incurred per the statement of work with AirJoule, LLC of $1.0 million and a $0.3 million increase in share-based compensation and salaries and benefits.

Previous wording

Depreciation and amortization expense for the three months ended June 30, 2025 and 2024 was $2,289 and $1,216, respectively.

Current wording

Depreciation and amortization expense for the three months ended September 30, 2025 and 2024 was $2,871 and $2,136, respectively.

Previous wording

Depreciation and amortization expense for the six months ended June 30, 2025 and 2024 was $3,877 and $2,301, respectively.

Current wording

Depreciation and amortization expense for the nine months ended September 30, 2025 and 2024 was $6,748 and $4,437, respectively.

Previous wording

Interest income was $526,758 and $242,626 for the six months ended June 30, 2025 and 2024, respectively. This is primarily a result of the increase in our cash balance.

Current wording

Interest income was $272,899 and $374,051 for the three months ended September 30, 2025 and 2024, respectively. This was primarily a result of the decrease in our cash balance and interest rates.

Previous wording

Interest income was $283,733 and $216,480 for the three months ended June 30, 2025 and 2024, respectively. This is primarily a result of the increase in our cash balance.

Current wording

Interest income was $799,656 and $616,677 for the nine months ended September 30, 2025 and 2024, respectively. This was primarily a result of the increase in our cash balance.

Previous wording

An equity method investment received in exchange for noncash consideration is measured at fair value. As a result, during the three and six months ended June 30, 2024, we recognized a gain of $333.5 million on the contribution to AirJoule, LLC for the difference between our zero carrying value and the fair value of the perpetual license to intellectual property that we transferred to AirJoule, LLC.

Current wording

An equity method investment received in exchange for noncash consideration is measured at fair value. As a result, during the nine months ended September 30, 2024, we recognized a gain of $333.5 million on the contribution to AirJoule, LLC for the difference between our zero carrying value and the fair value of the perpetual license to intellectual property that we transferred to AirJoule, LLC.

Previous wording

As previously noted, on January 25, 2024, Legacy Montana entered into a joint venture with GE Vernova, the AirJoule JV which closed on March 4, 2024. For the three months ended June 30, 2025 and 2024, we recognized a loss of $2.1 million and $0.6 million, respectively from our 50% equity investment in the AirJoule JV. For the six months ended June 30, 2025 and 2024, we recognized a loss of $4.3 million and $0.6 million, respectively from our 50% equity investment in the AirJoule JV.

Current wording

As previously noted, on January 25, 2024, Legacy Montana and GE Vernova entered into a joint venture, the AirJoule JV which closed on March 4, 2024. For the three months ended September 30, 2025 and 2024, we recognized a loss of $1.9 million and $2.3 million, respectively from our 50% equity investment in the AirJoule JV. For the nine months ended September 30, 2025 and 2024, we recognized a loss of $6.3 million and $2.9 million, respectively from our 50% equity investment in the AirJoule JV. During the three months ended September 2025, AirJoule, LLC determined that the carrying value of its goodwill exceeded the respective fair value, and recorded an impairment charge of $154.8 million. There was no financial impact to our Equity Loss from Investment in AirJoule, LLC for the three and nine months ended September 30, 2025 as we reduced our basis difference attributable to goodwill by $77.4 million, which represented our share of AirJoule, LLC’s goodwill impairment charge.

Previous wording

Upon consummation of the Business Combination, we expensed approximately $53.7 million in Earnout Shares liability. The change in fair value of $6.3 million and $13.1 million for the three months ended June 30, 2025 and 2024, respectively, and $19.1 million and $5.4 million for the six months ended June 30, 2025 and 2024, respectively, is primarily due to a decrease in the estimated fair value of the liability and is recognized as gains in the condensed consolidated statements of operations. The fair value of the liability decreased primarily due changes in the valuation inputs, mainly a decrease in the stock price, changes in the timing of expected future cash flows and an increase in the volatility.

Current wording

Upon consummation of the Business Combination, we expensed approximately $53.7 million in Earnout Shares liability. The change in fair value of $(1.7) million for the three months ended September 30, 2025 was primarily due to an increase in the estimated fair value of the liability and recognized as a loss in the condensed consolidated statements of operations. The fair value of the liability increased primarily due to changes in the valuation inputs and changes in the timing of expected future cash flows. The change in fair value of $31.8 million for the three months ended September 30, 2024 and $17.4 million and $37.2 million for the nine months ended September 30, 2025 and 2024, respectively, was primarily due to a decrease in the estimated fair value of the liability and recognized as gains in the condensed consolidated statements of operations. The fair value of the liability decreased primarily due changes in the valuation inputs, mainly a decrease in the stock price and changes in the timing of expected future cash flows.

Previous wording

Upon consummation of the Business Combination, we assumed approximately $0.6 million in earnout true up shares liability. The change in fair value of the liability during the three and six months ended June 30, 2025 is primarily due to the triggering event and issuance of Class A common stock.

Current wording

Upon consummation of the Business Combination, we assumed approximately $0.6 million in earnout true up shares liability. The change in fair value of the liability during the nine months ended September 30, 2025 was primarily due to the triggering event and issuance of Class A common stock.

Previous wording

Upon consummation of the Business Combination, we assumed approximately $11.8 million for the subject vesting shares liability. The change in fair value of income of $0.9 million and $1.8 million during the three months ended June 30, 2025 and 2024, respectively, and $6.4 million and $(0.7) million during the six months ended June 30, 2025 and 2024, respectively is primarily due to a decrease in the estimated fair value of the liability recognized as a gain (loss) in the condensed consolidated statements of operations. The fair value of the liability decreased primarily due changes in the valuation inputs, mainly a decrease in the stock price, changes in the timing of expected future cash flows and an increase in the volatility.

Current wording

Upon consummation of the Business Combination, we assumed approximately $11.8 million for the subject vesting shares liability. The change in fair value of income of $(0.1) million for the three months ended September 30, 2025 was primarily due to an increase in the estimated fair value of the liability and recognized as a loss in the condensed consolidated statements of operations. The fair value of the liability increased primarily due to changes in the valuation inputs and changes in the timing of expected future cash flows. The change in fair value of $8.2 million during the three months ended September 30, 2024 and $6.3 million and $7.5 million during the nine months ended September 30, 2025 and 2024, respectively was primarily due to a decrease in the estimated fair value of the liability recognized as gains in the condensed consolidated statements of operations. The fair value of the liability decreased primarily due changes in the valuation inputs, mainly a decrease in the stock price and changes in the timing of expected future cash flows.

Previous wording

For the three months ended June 30, 2025 and 2024, income tax benefit was $1.6 million and $1.2 million, respectively. For the six months ended June 30, 2025 and 2024, income tax benefit (expense) was $3.2 million and $(84.5) million, respectively. During the three and six months ended June 30, 2024, our contribution of a perpetual license to AirJoule, LLC’s intellectual property was measured at fair value resulted in a book gain and a temporary difference between book and taxable income. The temporary difference resulted in the recognition of a deferred tax expense and deferred tax liabilities of approximately $87.8 million. This expense was partially offset by the recognition of deferred tax assets in connection with the Company now being a corporation through the Business Combination.

Current wording

For the three months ended September 30, 2025 and 2024, income tax benefit was $2.4 million and $1.3 million, respectively. For the nine months ended September 30, 2025 and 2024, income tax benefit (expense) was $5.6 million and $(83.2) million, respectively. During the three and nine months ended September 30, 2024, our contribution of a perpetual license to AirJoule, LLC’s intellectual property was measured at fair value resulted in a book gain and a temporary difference between book and taxable income. The temporary difference resulted in the recognition of a deferred tax expense and deferred tax liabilities of approximately $87.8 million. This expense was partially offset by the recognition of deferred tax assets in connection with the Company now being a corporation through the Business Combination.

Previous wording

On March 25, 2025, we entered into the Equity Line Purchase Agreement with the Equity Line Investor. Under the terms and subject to the conditions of the Equity Line Purchase Agreement, the Company has the right, but not the obligation, to sell to the Equity Line Investor, over a 36-month period, up to an aggregate of $30,000,000 of our newly issued shares of common stock subject to certain conditions and limitations contained in the Equity Line Purchase Agreement, including that we may issue no more than the number of shares equal to 19.99% of the aggregate number of our issued and outstanding shares of common stock as of immediately prior to the execution of the Equity Line Purchase Agreement without first obtaining stockholder approval. As of June 30, 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. Under the terms and subject to the conditions of the Equity Line Purchase Agreement, the Company has the right, but not the obligation, to sell to the Equity Line Investor, over a 36-month period, up to an aggregate of $30,000,000 of our newly issued shares of common stock subject to certain conditions and limitations contained in the Equity Line Purchase Agreement, including that we may issue no more than the number of shares equal to 19.99% of the aggregate number of our issued and outstanding shares of common stock as of immediately prior to the execution of the Equity Line Purchase Agreement without first obtaining stockholder approval. As of September 30, 2025, sales under the Equity Line Purchase Agreement generated net proceeds of approximately $0.4 million.

Previous wording

Pursuant to the A&R Joint Venture Agreement, we are expected to contribute additional capital to the AirJoule JV based on a business plan and annual operating budgets to be agreed between us and GE Vernova. During the six months ended June 30, 2025, we contributed an additional $10.0 million in capital contributions to the AirJoule JV.

Current wording

Pursuant to the A&R Joint Venture Agreement, we are expected to contribute additional capital to the AirJoule JV based on a business plan and annual operating budgets to be agreed between us and GE Vernova. During the nine months ended September 30, 2025, we contributed an additional $12.8 million in capital contributions to the AirJoule JV.

Previous wording

Our primary sources of liquidity have been cash from contributions from founders or equity capital raised from other investors. We had retained earnings of approximately $215.9 million as of June 30, 2025. As of June 30, 2025, we had $29.5 million of working capital including $30.5 million in cash, cash equivalents and restricted cash.

Current wording

Our primary sources of liquidity have been cash from contributions from founders or equity capital raised from other investors. As of September 30, 2025, we had $25.9 million of working capital including $26.0 million in cash, cash equivalents and restricted cash.

Previous wording

Our future capital requirements will depend on many factors, including the timing and extent of spending to support the launch of our product and research and development efforts, the degree to which we are successful in launching new business initiatives and the cost associated with these initiatives and the growth of our business generally. Pursuant to the A&R Joint Venture Agreement, we contributed $10 million in cash to the AirJoule JV at the JV closing and in June 2024, GE Vernova contributed $100 to the AirJoule JV. Pursuant to the A&R Joint Venture Agreement, we agreed to make additional capital contributions to the AirJoule JV based on a business plan and annual operating budgets to be agreed between the Company and GE Vernova, and our remaining commitment for capital contributions to the AirJoule JV is $85.0 million as of June 30, 2025. In general, for the first six years, GE Vernova has the right, but not the obligation, to make capital contributions to the AirJoule JV.

Current wording

Our future capital requirements will depend on many factors, including the timing and extent of spending to support the launch of our product and research and development efforts, the degree to which we are successful in launching new business initiatives and the cost associated with these initiatives and the growth of our business generally. Pursuant to the A&R Joint Venture Agreement, we contributed $10 million in cash to the AirJoule JV at the JV closing and in June 2024, GE Vernova contributed $100 to the AirJoule JV. Pursuant to the A&R Joint Venture Agreement, we agreed to make additional capital contributions to the AirJoule JV based on a business plan and annual operating budgets to be agreed between the Company and GE Vernova, and our remaining commitment for capital contributions to the AirJoule JV is $82.3 million as of September 30, 2025. In general, for the first six years, GE Vernova has the right, but not the obligation, to make capital contributions to the AirJoule JV.

Previous wording

Cash flows for the six months ended June 30, 2025 and 2024

Current wording

Cash flows for the nine months ended September 30, 2025 and 2024

Previous wording

The following table summarizes our cash flows from operating, investing and financing activities for the six months ended June 30, 2025 and 2024:

Current wording

The following table summarizes our cash flows from operating, investing and financing activities for the nine months ended September 30, 2025 and 2024:

Previous wording

During the six months ended June 30, 2025, net cash used in operating activities was $2.2 million and primarily reflected our net income of $17.3 million, a $4.3 million equity loss from our investment in AirJoule, LLC and a $2.2 million increase in our operating assets and liabilities offset by net noncash operating activities of $25.3 million of changes in fair value of our Earnout, True Up, Subject Vesting shares and Equity Line Obligation liabilities and $0.7 million of share-based compensation and deferred tax benefit. We expect to continue to use cash in our operating activities with the expected growth of our business.

Current wording

During the nine months ended September 30, 2025, net cash used in operating activities was $4.0 million and primarily reflected our net income of $13.4 million, a $6.3 million equity loss from our investment in AirJoule, LLC, a $3.5 million of share-based compensation and a $2.2 million increase in our operating assets and liabilities offset by net noncash operating activities of $29.4 million of changes in fair value of our Earnout Shares, True Up Shares, Subject Vesting Shares and Equity Line Obligation liabilities as well as our deferred tax benefit and changes in accrued royalties. We expect to continue to use cash in our operating activities with the expected growth of our business.

Previous wording

During the six months ended June 30, 2024, net cash used in operating activities was $17.6 million and primarily reflected our net income of $195.0 million, a $84.5 million deferred tax expense and a $0.6 million equity loss from our investment in AirJoule, LLC offset by net noncash operating activities of $282.0 million related to the contribution to AirJoule, LLC, the settlement of legal fees and other costs in connection with the business combination, $4.9 million of changes in fair value of our Earnout, True Up and Subject Vesting shares liabilities and a $11.0 million decrease in our operating assets and liabilities.

Current wording

During the nine months ended September 30, 2024, net cash used in operating activities was $21.6 million and primarily reflected our net income of $230.0 million, a $83.2 million deferred tax expense, a $2.9 million equity loss from our investment in AirJoule, LLC and $0.7 million of share-based compensation offset by net noncash operating activities of $282.0 million related to the contribution to AirJoule, LLC, the settlement of legal fees and other costs in connection with the business combination, $42.9 million of changes in fair value of our Earnout Shares, True Up Shares and Subject Vesting Shares liabilities and a $13.6 million decrease in our operating assets and liabilities.

Previous wording

During the six months ended June 30, 2024, net cash used in investing activities was $10.0 million primarily as a result of our $10 million contribution made to the AirJoule JV.

Current wording

During the nine months ended September 30, 2025, net cash used in investing activities was $12.8 million primarily as a result of our contributions made to the AirJoule JV during the period.

Previous wording

During the six months ended June 30, 2025, net cash used in investing activities was $10.0 million primarily as a result of our $10 million contribution made to the AirJoule JV.

Current wording

During the nine months ended September 30, 2024, net cash used in investing activities was $10.0 million primarily as a result of our contributions made to the AirJoule JV.

Previous wording

During the six months ended June 30, 2025, net cash provided by financing activities was $14.7 million primarily as a result of the $14.5 million net proceeds from the April 2025 PIPE Offering and $0.1 million of proceeds from the exercise of options.

Current wording

During the nine months ended September 30, 2025, net cash provided by financing activities was $14.8 million primarily as a result of the $14.2 million net proceeds from the April 2025 PIPE Offering, $0.4 million net proceeds from the Equity Line Purchase Agreement and $0.1 million of proceeds from the exercise of options.

Previous wording

During the six months ended June 30, 2024, net cash provided by financing activities was $61.9 million and was primarily related to the $61.8 million net proceeds from the issuance of common stock related to private placements prior to the Merger, and $0.1 million of proceeds from the exercise of stock options and warrants.

Current wording

During the nine months ended September 30, 2024, net cash provided by financing activities was $61.9 million and was primarily related to the $61.8 million net proceeds from the issuance of common stock related to private placements prior to the Business Combination, and $0.1 million of proceeds from the exercise of stock options and warrants.

Previous wording

In October 2021, we entered into a patent license agreement with a third party whereby the third party granted us rights to use certain of their patents in exchange for an upfront payment and royalties based on a percentage of net sales until such patents expire. In connection with this, the Company agreed to a minimum royalty amount of which $75,000 and $62,500 was expensed for the three months ended June 30, 2025 and 2024, respectively and $150,000 and $125,000 for the six months ended June 30, 2025 and 2024. At June 30, 2025 and December 31, 2024, $150,000 and $250,000, respectively, was accrued in the accompanying condensed consolidated balance sheets.

Current wording

In October 2021, the Company entered into a patent license agreement with a third party whereby the third party granted us rights to use certain of their patents in exchange for an upfront payment and royalties based on a percentage of net sales until such patents expire. In connection with this, the Company agreed to certain minimum royalty amounts. In September 2025, the Company entered into the Second Amended and Restated License Agreement which eliminated the minimum royalty amounts through 2029, which resulted in a reversal of $0.5 million in accrued royalties expense during the three months ended September 30, 2025.

Previous wording

There have been no material changes to the critical accounting policies as disclosed in “Part I—Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates” in our Quarterly Report on Form 10-Q for the three months ended March 31, 2025.

Current wording

There have been no material changes to the critical accounting policies as disclosed in “Part I—Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates” in our previously filed Quarterly Report on Form 10-Q.

Previous wording

We are an emerging growth company as defined in the JOBS Act. The JOBS Act permits companies with emerging growth company status to take advantage of an extended transition period to comply with new or revised accounting standards, delaying the adoption of these accounting standards until they would apply to private companies. We have elected to use this extended transition period to enable it to comply with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with the new or revised accounting standards as of public company effective dates.

Current wording

We are an emerging growth company as defined in the JOBS Act. The JOBS Act permits companies with emerging growth company status to take advantage of an extended transition period to comply with new or revised accounting standards, delaying the adoption of these accounting standards until they would apply to private companies. We have elected to use this extended transition period to comply with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with the new or revised accounting standards as of public company effective dates.