AirJoule Technologies Corp.
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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FY2025 · Filed Mar 31, 2026
AIRJ$2.38-7.8%Stored close · as of Nov 10, 2026
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Item 15. Exhibit and Financial Statement Schedules
(1)
Financial Statements: The financial statements filed as part of this report are listed on the index to financial statements on page F-1.
(2)
Financial Statement Schedules: All schedules have been omitted because they are not required, not applicable, not present in amounts sufficient to require submission of the schedule, or the required information is otherwise included.
(3)
Exhibits: The exhibits listed on the Exhibit Index are included or incorporated by reference in this report.
| Exhibit No. | Description |
| 2.1† | Agreement and Plan of Merger, dated as of June 5, 2023, by and among Montana Technologies LLC, XPDB Merger Sub, LLC and Power & Digital Infrastructure Acquisition II Corp. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed with the SEC on June 5, 2023). |
| 2.2 | First Amendment to Agreement and Plan of Merger, dated February 5, 2024, by and among Power & Digital Infrastructure Acquisition II Corp., Montana Technologies LLC and XPDB Merger Sub LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on February 5, 2024). |
| 3.1 | Third Amended and Restated Certificate of Incorporation of AirJoule Technologies Corporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed with the SEC on November 13, 2024). |
| 3.2 | Third Amended and Restated Bylaws of AirJoule Technologies Corporation (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K, filed with the SEC on November 13, 2024) |
| 4.1 | Public Warrant Agreement, dated December 9, 2021, by and between the Registrant and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 14, 2021). |
| 4.2 | Private Warrant Agreement, dated December 9, 2021, by and between the Registrant and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 14, 2021). |
| 4.3 | Description of Registrant’s Securities (incorporated by reference to Exhibit 4.3 of the Company’s Annual Report on Form 10-K, filed with the SEC on March 25, 2025). |
| 10.1 | Amended and Restated Registration Rights Agreement, dated as of March 14, 2024, by and among Montana Technologies Corporation and the holders party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on March 20, 2024). |
| 10.2† | Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed with the SEC on March 20, 2024). |
| 10.3 | Form of Indemnification Agreement (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, filed with the SEC on March 20, 2024). |
| 10.4+ | Montana Technologies Corporation 2024 Incentive Award Plan (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K, filed with the SEC on March 20, 2024). |
| 10.5+ | Montana Technologies Corporation 2024 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K, filed with the SEC on March 20, 2024). |
| 10.6 | Form of Stock Option Agreement under Montana Technologies Corporation 2024 Incentive Award Plan (incorporated by reference to Exhibit 99.3 of the Company’s Registration Statement on Form S-8, filed with the SEC on June 7, 2024). |
| 10.7 | Form of Restricted Stock Unit Award Agreement under Montana Technologies Corporation 2024 Incentive Award Plan (incorporated by reference to Exhibit 99.4 of the Company’s Registration Statement on Form S-8, filed with the SEC on June 7, 2024). |
| 10.8 | Montana Technologies Corporation Form of Non-Plan Option Agreement (incorporated by reference to Exhibit 99.5 of the Company’s Registration Statement on Form S-8, filed with the SEC on June 7, 2024). |
| 10.9 | Form of Performance-Based Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 19, 2025). |
| 10.10+ | Amended and Restated Non-Employee Director Compensation Program (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 10-Q, filed with the SEC on May 13, 2025). |
| 10.11+ | Form of Performance-Based Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (Absolute TSR) (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on February 17, 2026). |
| 10.12 | Joint Development Agreement, dated as of September 27, 2022, by and between BASF SE and Montana Technologies LLC (incorporated by reference to Exhibit 10.13 of the Company’s Registration Statement on Form S-4/A, filed with the SEC on October 2, 2023). |
| 10.13 | Amended and Restated Joint Venture Agreement for CAMT Climate Solutions LTD., dated as of September 29, 2023, by and among CATL US Inc., Montana Technologies LLC and CAMT Climate Solutions LTD (incorporated by reference to Exhibit 10.14 of the Company’s Registration Statement on Form S-4/A, filed with the SEC on October 2, 2023). |
| 10.14 | Investment Agreement, dated as of September 29, 2023, by and among Montana Technologies LLC, Power & Digital Infrastructure Acquisition II Corp., Contemporary Amperex Technology Co., Limited, CATL US INC. and Contemporary Amperex Technology USA Inc. (incorporated by reference to Exhibit 10.15 of the Company’s Registration Statement on Form S-4/A, filed with the SEC on October 2, 2023). |
| 10.15 | Letter Agreement, dated as of January 7, 2024, by and among Carrier Corporation, Montana Technologies LLC and Power & Digital Infrastructure Acquisition II Corp. (incorporated by reference to Exhibit 10.18 of the Company’s Registration Statement on Form S-4/A, filed with the SEC on January 10, 2024). |
| 10.16 | Binding Term Sheet for a Commercialization and Collaboration Agreement, dated as of January 7, 2024, by and between Carrier Corporation and CAMT Climate Solutions Ltd. (incorporated by reference to Exhibit 10.19 of the Company’s Registration Statement on Form S-4/A, filed with the SEC on January 10, 2024). |
| 10.17 | Binding Term Sheet for a Commercialization and Collaboration Agreement, dated as of January 7, 2024, by and between Carrier Corporation and Montana Technologies LLC (incorporated by reference to Exhibit 10.20 of the Company’s Registration Statement on Form S-4/A, filed with the SEC on January 10, 2024). |
| 10.18 | Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on March 14, 2024). |
| 10.19 | Joint Venture Formation Framework Agreement, dated as of January 25, 2024, by and among the Company, GE Ventures, LLC and GE Vernova LLC (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 10-Q, filed with the SEC on May 20, 2024). |
| 10.20† | Amended and Restated Limited Liability Company Agreement of AirJoule, LLC, dated as of March 4, 2024, by and among the Company, GE Vernova LLC and AirJoule, LLC (incorporated by reference to Exhibit 10.14 of the Company’s Registration Statement on Form S-1/A, filed with the SEC on June 6, 2024). |
| 10.21† | Master Services Agreement, dated as of March 4, 2024, by and between the Company and AirJoule, LLC. (incorporated by reference to Exhibit 10.15 of the Company’s Registration Statement on Form S-1/A, filed with the SEC on June 6, 2024). |
| 10.22† | Intellectual Property Agreement, dated as of March 4, 2024, by and among the Company, GE Vernova LLC and AirJoule, LLC (incorporated by reference to Exhibit 10.16 of the Company’s Registration Statement on Form S-1/A, filed with the SEC on June 6, 2024). |
| 10.23 | Common Stock Purchase Agreement, dated as of March 25, 2025, by and between the Company and B. Riley Principal Capital II, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on March 25, 2025). |
| 10.24 | Registration Rights Agreement, dated as of March 25, 2025, by and between the Company and B. Riley Principal Capital II, LLC (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed with the SEC on March 25, 2025). |
| 10.25 | Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on April 24, 2025). |
| 10.26 | Second Amended and Restated Limited Liability Company Agreement of AirJoule, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on May 1, 2025). |
| 10.27+ | Amended and Restated Executive Severance Plan (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 10-Q, filed with the SEC on August 14, 2025). |
| 19.1 | Insider Trading Compliance Policy (incorporated by reference to Exhibit 19.1 of the Company’s Annual Report on Form 10-K, filed with the SEC on March 25, 2025). |
| 21.1 | List of Subsidiaries (incorporated by reference to Exhibit 21.1 of the Company’s Annual Report on Form 10-K, filed with the SEC on March 25, 2025). |
| 23.1* | Consent of Independent Registered Public Accounting Firm. |
| 23.2* | Consent of Independent Auditors. |
| 23.3* | Consent of Independent Registered Public Accounting Firm. |
| 23.4* | Consent of Independent Auditors. |
| 31.1* | Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2* | Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1* | Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2* | Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1 | Recovery of Erroneously Awarded Compensation Policy (incorporated by reference to Exhibit 97.1 of the Company’s Annual Report on Form 10-K, filed with the SEC on March 25, 2025). |
| 99.1* | Audited Consolidated Financial Statements of AirJoule, LLC as of December 31, 2025 and for the period from January 5, 2024 (inception) to December 31, 2024. |
| 101.INS* | Inline XBRL Instance Document. |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104* | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit). |
- Filed or furnished herewith.
† The annexes, schedules and certain exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request.
- Indicates a management contract or compensatory plan.
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