AirJoule Technologies Corp.
For the period ended Mar 31, 2026. Filed May 15, 2026.
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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.
Mar 31, 2026 · Filed May 15, 2026
AIRJ$2.39+13.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001193125-25-281648
Item 2. Management’s Discussion and Analysis of Financial Condition And Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001193125-26-225395
Item 2. Management’s Discussion and Analysis of Financial Condition And Results of OperationsThe 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 95 previous paragraphs and 94 current paragraphs.
38 unchanged; 30 reworded; 26 added; 23 removed; 4 previous and 0 current paragraphs rearranged.
Tables are not compared: 2 previous and 2 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 (26)
Current report
Strategic Partnerships
Current report
TenX Exclusive Distribution Agreement
Current report
On January 7, 2026, we announced that we had entered into a binding term sheet with TenX, a UAE-based technology and infrastructure investment firm, dated as of December 2, 2025, to become our exclusive distributor of AirJoule products in the Middle East region. Under the agreement, TenX Investment will have exclusive rights to market, sell, and support AirJoule distributed water generation and industrial dehumidification systems in the countries of UAE, Oman, Qatar, Saudi Arabia, Bahrain, and Kuwait. Commercial terms are to be reflected in a definitive agreement ahead of initial commercial deployments, which are planned for late 2026. The collaboration with TenX builds upon a Memorandum of Understanding between the parties originally entered into in August 2024 and leverages TenX Investment's established relationships across government, commercial and industrial sectors in the Gulf region.
Current report
Net Zero Innovation Hub for Data Centers
Current report
In January 2026, we commenced participation in the Net Zero Innovation Hub for Data Centers technology acceleration program in Fredericia, Denmark. The program is backed by Google, Microsoft, Data4, Vertiv, Schneider Electric and Danfoss. We were selected as one of three winners, from more than seventy applicants, of the Net Zero Innovation Hub for Data Centers competition in September 2025, and we were the only US-based company and the only company focused on water solutions selected by the program. We anticipate deploying an AirJoule system in a data center facility in Europe during 2026.
Current report
Field Deployments and Demonstrations
Current report
Pescadero, California - Red Dot Ranch Foundation
Current report
In December 2025, the AirJoule JV announced a collaboration with the Red Dot Ranch Foundation for off-grid residential water solutions in Pescadero, California. Initial testing of the Core system began in January 2026 and was completed in February 2026.
Current report
Product Development and Manufacturing
Current report
During the first quarter of 2026, the AirJoule JV continued to advance the productization of our AirJoule Core and AirJoule Prime platforms at its manufacturing facility in Newark, Delaware. Development activities included finalization of the AirJoule Core product design in preparation for third-party certifications, with commercial launch targeted for late 2026, and continued assembly of the first AirJoule Prime system, which is expected to serve as an outdoor showcase unit for industrial-scale water generation customers once operational. We advanced our initiatives to reduce bill-of-materials costs through design simplification and supplier optimization across subsystems, and we are evaluating potential contract manufacturing partners in support of anticipated customer demand in 2027.
Current report
Revenue will be earned primarily from the assembly and sale of AirJoule systems. During the year ended December 31, 2025, the AirJoule JV recognized $0.1 million of revenue through the sale of a pre-production unit to an academy partner for research and validation purposes. No revenue was earned in the three months ended March 31, 2026.
Current report
Change in Fair Value of Equity Line Obligation Liability
Current report
On March 25, 2025, we entered into a Equity Line Purchase Agreement with B. Riley Principal Capital II, LLC. See Note 2 -Liquidity and Capital Resources. During the three months ended March 31, 2026, we recognized a $35,598 change in the fair value of the related liability.
Current report
Income Tax Benefit
Current report
For the three months ended March 31, 2026 and 2025, income tax benefit was $14.7 million and $1.6 million, respectively. For the three months ended March 31, 2026, the effective tax rate was primarily driven by our share of the impairment to AirJoule, LLC’s in-process R&D and non-deductible mark to market adjustments, state taxes and stock compensation. For the three months ended March 31, 2025, the effective tax rate was driven by non-deductible mark to market adjustments, state taxes and stock compensation.
Current report
Public Offering of Class A Common Stock
Current report
On January 15, 2026, we completed a public offering of its Class A common stock, par value $0.0001 per share, or the Offering, pursuant to a prospectus supplement filed under Rule 424(b)(5) under the Securities Act of 1933, as amended.
Current report
In the Offering, we issued an aggregate of 7.1 million shares of Class A common stock, consisting of 6.2 million shares sold in the initial offering and 0.9 million additional shares issued upon the underwriter’s full exercise of its 45-day overallotment option, at a public offering price of $3.25 per share. Total proceeds from the Offering were $22.1 million net of certain legal and other out-of-pocket expenses.
Current report
The April 2025 PIPE
Current report
Committed Equity Facility
Current report
Capital Contribution
Current report
During the three months ended March 31, 2026, net cash used in operating activities was $2.3 million, primarily related to general and administrative and other operating expenses incurred to support the growth of our business. We expect to continue to use cash in operating activities as we continue to expand our operations.
Current report
During the three months ended March 31, 2025, net cash used in operating activities was $72,246 and primarily reflected our net income from operations and changes in operating assets and liabilities including decreases in our due from related party and accrued expenses and other liabilities accounts.
Current report
During the three months ended March 31, 2026, net cash provided by financing activities was $21.6 million primarily as a result of the $22.2 million net proceeds from the issuance of our common stock offset by $0.5 million in deferred offering costs paid.
Current report
Joint Venture Agreement
Current report
On October 27, 2021, we entered into a joint venture with CATL US Inc., or CATL US, an affiliate of CATL, pursuant to which we and CATL US formed CAMT Climate Solutions Ltd., a limited liability company organized under the laws of Hong Kong, or CAMT. We and CATL US both own 50% of CAMT’s issued and outstanding shares. While we and CATL both continue to own 50% of CAMT’s issued and outstanding shares, neither we nor CATL funded this joint venture or contributed any assets to the joint venture. Similarly, no business plan or operating budget have ever been set by CAMT’s board of directors. As of March 31, 2026, no amount was funded to CAMT and our financial statements do not reflect any accounting for CAMT as no assets (including IP) or cash have been contributed to CAMT.
Removed paragraphs (23)
Previous report
The Amended LLC Agreement
Previous report
We anticipate that we will earn revenue from the sale of various key components that will be used in the assembly of AirJoule systems. As of September 30, 2025, no revenue has been earned from our operations.
Previous report
Transaction costs incurred in connection with business combination: Transaction costs represent the initial recognition of the Earnout Shares liability and fees incurred for financial advisory, legal and other professional services that were directly related to the Business Combination.
Previous report
Research and development expenses for the three months ended September 30, 2025 were $(8,476) as compared to $(87,147) for the three months ended September 30, 2024. Reimbursement of costs related to the statement of work with AirJoule, LLC, which was executed in November 2024, was $2.0 million as of September 30, 2024. These costs were incurred from March 4, 2024 to September 30, 2024 and resulted in negative research and development expense during the period. During the three months ended September 30, 2025, the Company entered into the Second Amended and Restated License Agreement which eliminated the minimum royalty payment obligations through 2029, resulting in a reversal of $0.5 million and negative research and development expense during the period.
Previous report
Sales and marketing expenses for the three months ended September 30, 2025 were $50,473 as compared to $23,639 for the three months ended September 30, 2024.
Previous report
Sales and marketing expenses for the nine months ended September 30, 2025 were $72,476 as compared to $136,205 for the nine months ended September 30, 2024.
Previous report
Transaction Costs Incurred in Connection with Business Combination
Previous report
Transaction costs incurred in connection with the business combination include the non-cash recognition of earnout liabilities of approximately $53.7 million and transaction costs incurred by Legacy Montana of approximately $1.0 million, which were paid in 2024.
Previous report
Depreciation and amortization expense for the nine months ended September 30, 2025 and 2024 was $6,748 and $4,437, respectively.
Previous report
Gain on Contribution to AirJoule, LLC
Previous report
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 report
We determined the fair value of the intellectual property by applying the multi-period excess earnings method, which involved the use of significant estimates and assumptions related to forecasted revenue growth rate and customer attrition rate, Level 3 measurements. Valuation specialists were used to develop and evaluate the appropriateness of the multi-period excess earnings method, our discount rates, attrition rate and fair value estimates using its cash flow projections.
Previous report
Income Tax Benefit (Expense)
Previous report
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 report
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 report
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 report
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 report
Royalties
Previous report
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 report
Joint Venture Agreements
Previous report
On October 27, 2021, we entered into a joint venture agreement with CATL, pursuant to which we and CATL formed CAMT. We and CATL both own 50% of CAMT’s issued and outstanding shares. Under the joint venture agreement, as revised, CAMT has the exclusive right to commercialize our AirJoule technology in Europe and Asia.
Previous report
Pursuant to the Amended and Restated Joint Venture Agreement for CAMT, entered into on September 29, 2023, Legacy Montana and CATL US have each agreed to contribute $6.0 million to CAMT. Contributions will be requested by CAMT once a business plan and operating budget is set by CAMT’s board of directors. No action to establish a business plan or operating budget has occurred to date. Any additional financing beyond the initial $12.0 million (i.e., $6.0 million from each of Legacy Montana and CATL US) will be subject to the prior mutual agreement of Legacy Montana and CATL US. CAMT is managed by a four-member board of directors, with two directors (including the chairman) designated by CATL US and two directors (including the vice chairman) designated by Legacy Montana. In the event of an equal vote, the chairman may cast the deciding vote. Certain reserved matters, including debt issuances exceeding $5.0 million in a single transaction or in aggregate within a fiscal year, amendments to CAMT’s constitutional documents the annual financial budget of CAMT, and any transaction between CAMT and CATL US or Legacy Montana in an amount exceeding $10.0 million in a single transaction or in aggregate within a fiscal year, require the unanimous vote of both CATL US and Legacy Montana or all directors. As of September 30, 2025, we have not funded this joint venture or contributed any assets to the joint venture.
Previous report
The purpose of Legacy Montana’s joint venture with CATL US is to commercialize our AirJoule technology in Asia and Europe and, pursuant to the Amended and Restated Joint Venture Agreement for CAMT, CAMT has the exclusive right to commercialize AirJoule technology in those territories. Subject to the oversight of CAMT’s board, CATL US is responsible for managing the day-to-day operations of CAMT (including the nomination and replacement of the Chief Executive Officer of CAMT), and is responsible for providing CAMT and any subsidiaries formed by CAMT with, among other things, administrative services, supply chain support, assistance in obtaining required permits and approvals and assistance in purchasing or leasing land and equipment.
Reworded paragraphs (30)
Previous wording
This discussion includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included herein. Factors that might cause or contribute to such a discrepancy 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 relationship with third parties; our history of losses; accuracy of assumptions underlying projections related to our equity method goodwill impairment testing; and other risks and uncertainties described in our other SEC filings.
Current wording
This discussion includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “will,” “expect,” “might,” “plan,” “anticipate,” “could,” “intend,” “target,” “goal,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” “seek,” “would,” “continue,” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included herein. Factors that might cause or contribute to such a discrepancy 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 relationship with third parties; our history of losses; accuracy of assumptions underlying projections related to our equity method goodwill impairment testing; and other risks and uncertainties described in our other SEC filings.
Previous wording
Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “we”, “us”, “our”, and the “Company” are intended to refer to (i) following the Business Combination (as defined below), the business and operations of AirJoule Technologies Corporation, formerly known as Montana Technologies Corporation and its consolidated subsidiaries, and (ii) prior to the Business Combination, AirJoule Technologies LLC, formerly known as Montana Technologies LLC, or Legacy Montana, and its consolidated subsidiaries.
Current wording
Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “we”, “us”, “our”, and the “Company” are intended to refer to the business and operations of AirJoule Technologies Corporation and its consolidated subsidiaries.
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 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.
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. Our platform technology, AirJoule, produces pure distilled water from air and, 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, our technology 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 commercializing and scaling manufacturing of our AirJoule systems through our global collaborations, including our 50/50 joint venture with GE Vernova Inc. (NYSE: GEV) and our commercial partnerships with Carrier Global Corporation (NYSE: CARR) and TenX Investment in Energy Enterprises & Management Co (“TenX”). We believe that deploying AirJoule systems worldwide will unleash the power of water from air and help to improve global water security. During 2025, we manufactured and deployed AirJoule Core systems (previously referred to as our A250 systems) for field testing and customer demonstrations in Texas, Arizona and Dubai, and we advanced the productization and manufacturing scale-up of our Core and larger Prime (previously referred to as our A1000 system) system in preparation for commercial sales beginning in late 2026.
Previous wording
We anticipate significant growth opportunities by offering AirJoule in global markets where demand for water, dehumidified air and cooling are highest. With our technology platform, we believe that we are uniquely positioned to provide curated solutions that satisfy our customers’ needs and expectations in fast-growing and water and energy-intensive industries, such as data centers and advanced manufacturing, along with military and HVAC applications. We estimate the combined total addressable market to be approximately $450 billion.
Current wording
We anticipate significant growth opportunities by offering the AirJoule technology in global markets where demand for water, dehumidified air and cooling are highest. With our technology platform, we believe that we are uniquely positioned to provide solutions that satisfy our customers’ needs and expectations in fast-growing and water and energy-intensive industries, such as data centers and advanced manufacturing, along with military and HVAC applications. We estimate the combined total addressable market to be approximately $450 billion.
Previous wording
In the data center arena, we aim to address escalating energy and water efficiency challenges associated with increased computing density by using low-grade waste heat to produce pure distilled water and enabling data center operators to reduce their cooling costs and improve water sustainability. Similarly, in advanced manufacturing environments, where product quality and process precision hinge on consistent humidity and ultra-pure water, AirJoule can help customers with cost-effective dehumidification. The military sector presents a distinct opportunity, as AirJoule is able to operate in a variety of climate conditions to support troops in remote and water-scarce environments, ensuring mission readiness and resilience. In the HVAC space, where building owners and facility managers are under pressure to cut energy consumption and improve indoor air quality, AirJoule’s superior moisture removal capability will reduce power consumption and the use of refrigerants in air conditioning systems.
Current wording
In the data center arena, we aim to address escalating energy and water efficiency challenges associated with increased computing density by using low-grade waste heat to produce pure distilled water and enabling data center operators to reduce their cooling costs and improve water sustainability. Similarly, in advanced manufacturing environments, where product quality and process precision depend on consistent humidity and ultra-pure water, our technology can help customers with cost-effective dehumidification. The military sector presents a distinct opportunity, as AirJoule is able to operate in a variety of climate conditions to support troops in remote and water-scarce environments, ensuring mission readiness and resilience. In the HVAC space, where building owners and facility managers are under pressure to cut energy consumption and improve indoor air quality, AirJoule’s superior moisture removal capability can reduce power consumption and the use of refrigerants in air conditioning systems.
Previous wording
To accelerate market penetration and scale our manufacturing capabilities, we plan to leverage our strategic partnerships. These partnerships offer access to industry-specific R&D expertise, mature supply chains, established sales channels and extensive service networks, allowing us to quickly move from pilot deployments to full-scale commercialization. We intend to co-develop sector-specific solutions, capitalizing on our partners’ market insights and reputational strength to better serve diverse customer needs. By combining our innovative AirJoule technology with their global reach and operational expertise, we will unlock value across multiple industries, establish our position as a leader in water-focused solutions and deliver long-term growth and value to our shareholders.
Current wording
To accelerate market penetration and scale our manufacturing capabilities, we plan to leverage our strategic partnerships. These partnerships offer access to industry-specific R&D expertise, mature supply chains, established sales channels and extensive service networks, allowing us to quickly move from pilot deployments to full-scale commercialization. We intend to co-develop sector-specific solutions, capitalizing on our partners’ market insights and reputational strength to better serve diverse customer needs. By combining our innovative AirJoule technology with their global reach and operational expertise, we expect to unlock value across multiple industries, establish our position as a leader in water-focused solutions and deliver long-term growth and value to our shareholders.
Previous wording
The three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024
Current wording
The three months ended March 31, 2026 compared to the three months ended March 31, 2025
Previous 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:
Current wording
The following table sets forth the Company’s condensed consolidated statements of operations data for the three months ended March 31, 2026 and 2025:
Previous 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.
Current wording
General and administrative expenses for the three months ended March 31, 2026 were $3.3 million as compared to $2.8 million for the three months ended March 31, 2025. The $0.6 million increase was primarily related to a $0.4 million increase in stock-based compensation expense, a $0.2 million increase in audit and legal fees and a $0.1 million increase in salaries and benefits as a result of an increased headcount offset by an increase in the reimbursement of costs incurred per the statement of work with AirJoule, LLC of $0.1 million and a $0.1 million decrease in insurance expense. We expect that our general and administrative expenses will increase in future periods commensurate with the expected growth of our business.
Previous 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.
Current wording
Research and development expenses for the three months ended March 31, 2026 were $215,471 as compared to $387,919 for the three months ended March 31, 2025. The $0.2 million decrease was primarily related to a decrease in royalty fees of $0.1 million, a decrease in salaries and benefits, materials and professional services of $0.1 million and an increase in the reimbursement of costs incurred per the statement of work with AirJoule, LLC of $0.1 million offset by the increase in stock-based compensation and engineering services of $0.1 million.
Previous 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.
Current wording
Sales and marketing expenses for the three months ended March 31, 2026 were $45,903 as compared to $14,209 for the three months ended March 31, 2025. We expect that our sales and marketing expenses will increase in future periods commensurate with the expected growth of our business.
Previous wording
Depreciation and amortization expense for the three months ended September 30, 2025 and 2024 was $2,871 and $2,136, respectively.
Current wording
Depreciation and amortization expense for the three months ended March 31, 2026 and 2025 was $3,902 and $1,588, respectively.
Previous 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.
Current wording
Interest income was $284,665 and $243,024 for the three months ended March 31, 2026 and 2025, respectively. This was primarily a result of the increase in our cash balance.
Previous 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.
Current wording
As previously noted, on January 25, 2024, AirJoule Technologies, LLC entered into a joint venture with GE Ventures LLC, the AirJoule JV which closed on March 4, 2024. For the three months ended March 31, 2026 and 2025, we recognized a loss of $63.1 million and $2.2 million, respectively. The equity loss from investment in AirJoule, LLC for the three months ended March 31, 2026 was primarily as a result of the impairment to AirJoule, LLC’s in-process R&D.
Previous 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.
Current wording
The change in fair value of $1.4 million and $12.8 million for three months ended March 31, 2026 and 2025, respectively, was primarily due to a decrease in the estimated fair value of the liability and recognized as gains in the consolidated statements of operations. The fair value of the liability decreased primarily due to changes in the valuation inputs, mainly a decrease in the stock price and changes in the timing of 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 nine months ended September 30, 2025 was primarily due to the triggering event and issuance of Class A common stock.
Current wording
The change in fair value of the liability during three months ended March 31, 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 $(0.1) 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.
Current wording
The change in fair value of income of $0.4 million and $5.5 million for three months ended March 31, 2026 and 2025, respectively, was primarily due to a decrease in the estimated fair value of the liability and recognized as gains in the consolidated statements of operations. The fair value of the liability decreased primarily due to changes in the valuation inputs, mainly a decrease in the stock price and changes in the timing of future cash flows.
Previous wording
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 we 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.
Current wording
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 we 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 generating net proceeds of $14.2 million.
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 September 30, 2025, sales under the Equity Line Purchase Agreement generated net proceeds of approximately $0.4 million.
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. There were no sales under the Equity Line Purchase Agreement during the three months ended March 31, 2026.
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 nine months ended September 30, 2025, we contributed an additional $12.8 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 three months ended March 31, 2026, we contributed an additional $10.0 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. As of September 30, 2025, we had $25.9 million of working capital including $26.0 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 March 31, 2026, we had $31.4 million of working capital including $31.1 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 $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.
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.
Previous wording
In order to finance these opportunities and associated costs, it is possible that we would need to raise additional financing if the proceeds realized to date are insufficient to support our business needs. While we believe that the proceeds realized to date will be sufficient to meet our currently contemplated business needs, management cannot assure that this will be the case. If additional financing is required by us from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital on acceptable terms when needed, our product development business, results of operations and financial condition would be materially and adversely affected.
Current wording
In order to finance these opportunities and associated costs, it is possible that we would need to raise additional financing if the proceeds realized to date are insufficient to support our business needs, including the remaining commitment for capital contributions to the AirJoule JV. While we believe that the proceeds realized to date will be sufficient, management cannot assure that this will be the case. If additional financing is required by us from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital on acceptable terms when needed, our product development business, results of operations and financial condition would be materially and adversely affected.
Previous wording
Cash flows for the nine months ended September 30, 2025 and 2024
Current wording
Cash flows for the three months ended March 31, 2026 and 2025
Previous wording
The following table summarizes our cash flows from operating, investing and financing activities for the nine months ended September 30, 2025 and 2024:
Current wording
The following table summarizes our cash flows from operating, investing and financing activities for the three months ended March 31, 2026 and 2025:
Previous 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.
Current wording
During the three months ended March 31, 2026, net cash used in investing activities was $10.0 million primarily as a result of our contributions made to the AirJoule JV during the period.
Previous 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.
Current wording
During the three months ended March 31, 2025, net cash used in investing activities was $5.1 million primarily as a result of our contributions made to the AirJoule JV.
Previous 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.
Current wording
During the three months ended March 31, 2025, net cash provided by financing activities was $41,760 and was related to the exercise of stock options.
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 previously filed Quarterly Report on Form 10-Q.
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 Annual Report on Form 10-K.
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 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 opt 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.
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
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 report — wording carried elsewhere
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 report — wording carried elsewhere
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 we 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.
Previous report — wording carried elsewhere
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.