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. 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.

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). 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 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 system in preparation for commercial sales beginning in late 2026.

Previous 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.

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, residential development, 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 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.

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. For residential applications, we have partnered with Kubota to deploy AirJoule systems for off-grid water generation to support multi-unit residential developments in water-scarce regions. 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

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 wording

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 six months ended June 30, 2026.

Previous wording

The three months ended March 31, 2026 compared to the three months ended March 31, 2025

Current wording

The three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025

Previous 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:

Current wording

The following table sets forth the Company’s condensed consolidated statements of operations data for the three and six months ended June 30, 2026 and 2025:

Previous 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.

Current wording

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 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.

Current wording

Research and development expenses for the six months ended June 30, 2026 were $0.4 million as compared to $0.8 million for the six months ended June 30, 2025. The $0.4 million decrease was primarily related to lower royalty fees and increased reimbursement of costs incurred per the statement of work with AirJoule, LLC, partially offset by higher stock-based compensation expense.

Previous 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.

Current wording

Sales and marketing expenses for the three months ended June 30, 2026 were $118,047 as compared to $7,794 for the three months ended June 30, 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 March 31, 2026 and 2025 was $3,902 and $1,588, respectively.

Current wording

Depreciation and amortization expense for the three months ended June 30, 2026 and 2025 was $4,405 and $2,289, respectively.

Previous 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.

Current wording

Interest income was $292,929 and $283,733 for the three months ended June 30, 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, 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.

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 June 30, 2026 and 2025, we recognized a loss of $2.5 million and $2.1 million, respectively. The equity loss from investment in AirJoule, LLC for the three months ended June 30, 2026 was primarily as a result of the impairment to AirJoule, LLC’s in-process R&D.

Previous 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.

Current wording

The change in fair value of the Earnout Shares liability resulted in a loss of $2.4 million and $1.0 million for the three and six months ended June 30, 2026, respectively, primarily due to an increase in the estimated fair value of the liability driven by an increase in our stock price during the period. The change in fair value of the Earnout Shares liability resulted in a gain of $6.3 million and $19.1 million for the three and six months ended June 30, 2025, respectively, primarily due to a decrease in the estimated fair value of the liability driven by a decrease in our stock price and changes in the timing of future cash flows.

Previous 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.

Current wording

The change in fair value of the liability during the six months ended June 30, 2025 was primarily due to the triggering event and issuance of Class A common stock.

Previous 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.

Current wording

The change in fair value of the Subject Vesting Shares liability resulted in a loss of $2.7 million and $2.3 million for the three and six months ended June 30, 2026, respectively, primarily due to an increase in the estimated fair value of the liability driven by an increase in our stock price during the period. The change in fair value of the Subject Vesting Shares liability resulted in a gain of $0.9 million and $6.4 million for the three and six months ended June 30, 2025, respectively, primarily due to a decrease in the estimated fair value of the liability driven by a decrease in our stock price and changes in the timing of future cash flows.

Previous wording

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 wording

On March 25, 2025, we entered into an Equity Line Purchase Agreement with B. Riley Principal Capital II, LLC. See Note 2 -Liquidity and Capital Resources. During the six months ended June 30, 2026, we recognized a $35,598 change in the fair value of the related liability.

Previous wording

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 wording

For the three months ended June 30, 2026 and 2025, income tax benefit was $2.9 million and $1.6 million, respectively. The effective tax rate during this period was primarily driven by non-deductible mark to market adjustments, state taxes and stock compensation. For the six months ended June 30, 2026 and 2025, income tax benefit was $17.7 million and $3.2 million, respectively. For the six months ended June 30, 2026, the effective tax rate was 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 six months ended June 30, 2025, the effective tax rate was driven by non-deductible mark to market adjustments, state taxes and stock compensation.

Previous wording

Public Offering of Class A Common Stock

Current wording

The June Public Offering of Class A Common Stock

Previous wording

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 wording

On January 15, 2026, we completed a public offering of Class A common stock, par value $0.0001 per share, or the January Offering, pursuant to a prospectus supplement filed under Rule 424(b)(5) under the Securities Act of 1933, as amended.

Previous wording

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 wording

In the January 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. After giving effect to these amounts and other legal and offering expenses paid by the Company, net proceeds to the Company were $21.6 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. There were no sales under the Equity Line Purchase Agreement during the three months ended March 31, 2026.

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 six months ended June 30, 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 three months ended March 31, 2026, 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 six months ended June 30, 2026, we contributed an additional $12.5 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 March 31, 2026, we had $31.4 million of working capital including $31.1 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 June 30, 2026, we had $41.0 million of working capital including $41.4 million in cash, cash equivalents and restricted cash.

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, 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.

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 to meet our anticipated cash requirements, including funding our operations and capital contributions to the AirJoule JV, for at least the next twelve months from the date of this filing, 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 three months ended March 31, 2026 and 2025

Current wording

Cash flows for the six months ended June 30, 2026 and 2025

Previous wording

The following table summarizes our cash flows from operating, investing and financing activities for the three months ended March 31, 2026 and 2025:

Current wording

The following table summarizes our cash flows from operating, investing and financing activities for the six months ended June 30, 2026 and 2025:

Previous wording

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 wording

During the six months ended June 30, 2026, net cash used in operating activities was $3.8 million, primarily reflecting cash used to fund our general and administrative and research and development expenses. We expect to continue to use cash in operating activities as we continue to expand our operations.

Previous wording

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 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 from operations offset by changes in operating assets and liabilities including decreases in our due from related party and accrued expenses and other liabilities accounts.

Previous 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.

Current wording

During the six months ended June 30, 2026, net cash used in investing activities was $12.5 million primarily as a result of our contributions made to the AirJoule JV during the period.

Previous 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.

Current 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 contributions made to the AirJoule JV.

Previous wording

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 wording

During the six months ended June 30, 2026, net cash provided by financing activities was $35.8 million, primarily as a result of $35.9 million in net proceeds from the issuance of our common stock in the January 2026 and June 2026 Offerings.

Previous 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.

Current wording

During the six months ended June 30, 2025, net cash provided by financing activities was $14.6 million and was primarily related to net proceeds of $14.6 million from the April 2025 PIPE offering and $0.1 million from the exercise of stock options.

Previous wording

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.

Current wording

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 has ever been set by CAMT’s board of directors. As of June 30, 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.