AirJoule Technologies Corp.

Note 1 — ORGANIZATION AND BUSINESS OPERATIONS

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 partnership 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.

Note 2 — LIQUIDITY AND CAPITAL RESOURCES

The June 2026 Public Offering of Class A Common Stock

On June 1, 2026, the Company entered into a securities purchase agreement with certain institutional investors, pursuant to which the Company agreed to issue and sell to the investors an aggregate of 3,658,536 shares of Class A common stock at a purchase price of $4.10 per share in a registered direct offering (the “June 2026 Offering”), pursuant to a prospectus supplement filed under Rule 424(b)(5) under the Securities Act of 1933, as amended, in connection with the Company’s effective shelf registration statement on Form S-3. The transaction closed on June 1, 2026.

Titan Partners Group, a division of American Capital Partners, LLC, acted as sole placement agent for the June 2026 Offering. Gross proceeds from the June 2026 Offering were $15.0 million. The Company paid a placement agent fee, together with certain legal and other expenses. After giving effect to these amounts, net proceeds to the Company were approximately $14.2 million.

The Company intends to use the net proceeds from the June 2026 Offering for working capital, growth initiatives and general corporate purposes, including advancing capital-efficient manufacturing readiness and supporting phased, demand-aligned deployment with strategic growth partners.

The January 2026 Public Offering of Class A Common Stock

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

In the January Offering, the Company 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 overallotment option, at a public offering price of $3.25 per share. Total gross proceeds from the January Offering were $23.0 million.

Underwriting discounts and commissions totaled $0.8 million. In addition, in accordance with the underwriting agreement, the Company reimbursed the underwriter $0.02 million for certain legal and other out-of-pocket expenses incurred in connection with the January Offering. 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.

The April 2025 PIPE

On April 23, 2025, the Company entered into subscription agreements (the “April 2025 PIPE Subscription Agreements”) with certain investors (the “April 2025 PIPE Investors”), pursuant to which, among other things, the April 2025 PIPE Investors agreed to subscribe for and purchase from AirJoule, and AirJoule 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 pershare 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 respectto 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.

Committed Equity Facility

On March 25, 2025, the Company entered into a common stock purchase agreement (the “Equity Line Purchase Agreement”) with B. Riley Principal Capital II, LLC (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 newly issued shares of common stock of the Company subject to certain conditions and limitations contained in the Equity Line Purchase Agreement, including that the Company may issue no more than the number of shares equal to 19.99% of the aggregate number of issued and outstanding shares of common stock of the Company as of immediately prior to the execution of the Equity Line Purchase Agreement without first obtaining stockholder approval. Included in the conditions is a price payable (the “Equity Line Obligation liability”) by the Company to the Equity Line Investor if the Company sells shares to the Equity Line Investor. The Equity Line Obligation liability does not have a material impact on existing sources of liquidity. See further discussion in Note 3 -Summary of Significant Accounting Policies. There wereno sales under the Equity Line Purchase Agreement during the six months ended June 30, 2026.

Liquidity

The Company’s primary sources of liquidity have been cash contributions from founders or equity capital raised from other investors. As of June 30, 2026, the Company had $41.0 million of working capital, including $41.4 million in cash, cash equivalents and restricted cash. The Company had restricted cash of $31,034, which represents cash deposited by the Company into a separate account and designated as collateral for a standby letter of credit in the same amount in accordance with a contractual agreement.

The Company assesses its liquidity in terms of its ability to generate adequate amounts of cash to meet current and future needs. Its expected primary uses of cash on a short and long-term basis are for working capital requirements, capital expenditures, capital contributions to its joint ventures and other general corporate services. The Company’s primary working capital requirements are for project execution activities including purchases of materials, services and payroll which fluctuate during the year, driven primarily by the timing and extent of activities required for new and existing projects. The Company’s management expects that future operating losses and negative operating cash flows may increase from historical levels because of additional costs and expenses related to the development of the Company’s technology and the development of market and strategic relationships with other businesses and customers.

Future capital requirements will depend on many factors, including the timing and extent of spending by the Company and its joint ventures to support the launch of their product and research and development efforts, the degree to which the Company is successful in launching business initiatives and the cost associated with these initiatives, the timing and extent of contributions made to the Company’s joint ventures by the other partners and the growth of the Company’s business generally. Pursuant to the A&R Joint Venture Agreement, the Company agreed to contribute up to an additional $90.0 million in capital contributions to the AirJoule JV following the JV closing based on a business plan and annual operating budgets to be agreed between the Company and GE Vernova.

For the six months ended June 30, 2026 and year ended December 31, 2025, the Company made capital contributions totaling $12.5 million and $17.8 million to the AirJoule JV to support productization and commercialization activities, respectively. Of the $17.8 million contributed in 2025, $5.0 million was funded through GE Vernova’s participation in the Company’s April 2025 PIPE financing transaction and therefore is treated as attributable to GE Vernova for purposes of calculating the Company’s remaining capital contribution commitment under the A&R Joint Venture Agreement. The Company’s remaining commitment for capital contributions to the AirJoule JV is $64.8 million as of June 30, 2026. See Note 4 -Equity Method Investment for further information.

Out-of-Period Adjustment

During the preparation of the Company’s condensed consolidated financial statements for the three months ended March 31, 2026, management identified an error related to the April 2025 $5.0 million contribution to AirJoule JV that was attributable to GE Vernova. The Company previously accounted for the contribution as an increase to its equity method investment balance. Upon further evaluation, the Company determined that because the Company did not receive an increase in its ownership interest or additional rights to the underlying net assets of the AirJoule JV, the $5.0 million should have been recognized as an expense in the period incurred. The Company evaluated the materiality of the error from both a quantitative and qualitative perspective in accordance with SEC Staff Accounting Bulletin No. 99, Materiality, and SEC Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, and concluded that the error was not material to any period. As a result, the Company recorded an out-of-period adjustment that reduced the Company’s investment in AirJoule, LLC by $5.0 million as of March 31, 2026 and resulted in an increase in equity loss from investment in AirJoule, LLC of $5.0 million for the three months ended March 31, 2026.

Pursuant to the A&R Joint Venture Agreement, the Company is expected to contribute additional capital to the AirJoule JV based on a business plan and annual operating budgets to be agreed between the Company and GE Vernova. During the six months ended June 30, 2026, the Company contributed an additional $12.5 million in capital contributions to the AirJoule JV.

The Company expects to support the Company’s current business plan, including the capital contributions to fund the AirJoule JV operating requirements for at least twelve months from the date the financial statements are issued using existing cash resources and proceeds previously raised. If additional capital is required to support future opportunities or costs beyond the current business plan, the Company may seek to obtain additional financing.

Note 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP, expressed in U.S. dollars. References to GAAP issued by the Financial Accounting Standards Board (“FASB”) in these accompanying notes to the financial statements are to the FASB Accounting Standards Codification (“ASC”). The condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern.

Unaudited Interim Condensed Financial Statements

The accompanying unaudited condensed consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with GAAP. Operating results for interim periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. The interim financial statements presented herein do not contain all required disclosures under GAAP for annual financial statements. The accompanying unaudited interim condensed financial statements should be read in conjunction with the annual audited financial statements and related notes in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

Principles of Consolidation

Our condensed consolidated financial statements include the accounts of AirJoule Technologies Corporation and its subsidiaries after elimination of all intercompany accounts and transactions. We consolidate all subsidiaries in which we have a controlling financial interest, which includes AirJoule Technologies LLC, a wholly owned subsidiary.

The Company owns a noncontrolling interest in an unconsolidated joint venture with GE Vernova, the AirJoule JV. The investment in the Company’s unconsolidated affiliate is accounted for using the equity method with the Company’s proportionate share of income or loss recognized within equity gain (loss) from investment in AirJoule, LLC in its condensed consolidated statements of operations. See further discussion of the Company’s unconsolidated affiliate in Note 4 -Equity Method Investment.

Significant Accounting Policies

There have been no material changes to the Company’s significant accounting policies during the six months ended June 30, 2026 as compared to those disclosed in Note 3, “Summary of Significant Accounting Policies,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing the net income (loss) which is allocated based upon the proportionate amount of weighted average shares outstanding, by each class of stockholder’s stock outstanding during the period. Diluted net income per share is computed by giving effect to all potential shares of common stock, including warrants, stock options, Earnout Shares, True Up Shares, Subject Vesting Shares and restricted stock units (“RSUs”), to the extent dilutive, except in periods in which the net result is a loss, because inclusion of such potential shares would be anti-dilutive. Stock options and warrants with exercise prices greater than the average market price of the Company’s common stock for the period are excluded from the calculation of diluted net income per share as their inclusion would be anti-dilutive. Additionally, RSUs that vest based on service conditions that have not been achieved as of the end of the period are not included in the computation of basic or diluted earnings per share. Finally, Earnout Shares, True Up Shares and Subject Vesting shares are not included in the calculation of dilutive net income per share if their conditions are not deemed satisfied for issuance as of the reported period.

Dilutive net income per share was not calculated for the three and six months ended June 30, 2026 given the reported net loss position. For the three months ended June 30, 2026,21,557,596 warrants,1,380,736 Subject Vesting Shares,922,264 Earnout Shares,2,155,353 options and 1,094,019 RSUs were anti-dilutive. For the six months ended June 30, 2026,21,557,596 warrants,1,380,736 Subject Vesting Shares,922,264 Earnout Shares,2,181,495 options and 1,196,514 RSUs were anti-dilutive. For the three months ended June 30, 2025, dilutive shares included in the calculation of net income per share of common stock, utilizing the treasury stock method, were 931,524 shares of common stock issuable upon the exercise of stock options. For the six months ended June 30, 2025, dilutive shares included in the calculation of net income per share of common stock, utilizing the treasury stock method, were 1,070,639 shares of common stock issuable upon the exercise of stock options. For the three and six months ended June 30, 2025, the warrants, Earnout Shares, Subject Vesting Shares and RSUs werenot included in the calculation of dilutive net income per share as they would be anti-dilutive.

The net income (loss) per share of common stock presented in the condensed consolidated statements of operations is based on the following for thethree and six months ended June 30, 2026 and 2025:

New Accounting Pronouncements

Recently Issued Accounting Standards

The Company is an emerging growth company, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is 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, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disaggregated disclosure of income statement expenses for public business entities. The standard is effective for the Company for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its condensed consolidated financial statements and disclosures.

The Company is also evaluating the impact of other recently issued accounting standards that are not yet effective and does not expect that the adoption of such standards will have a material impact on its condensed consolidated financial statements.

Note 4 — EQUITY METHOD INVESTMENT

AirJoule, LLC

On January 25, 2024, the Company entered into a Framework Agreement with GE Vernova, a Delaware limited liability company, and, solely for the purposes specified therein, GE Vernova LLC, a Delaware limited liability company (“GE Vernova Parent”), pursuant to which the Company and GE Vernova agreed, subject to the terms and conditions of the Framework Agreement, including certain closing conditions specified therein, to form a joint venture in which each of the Company and GE Vernova will hold a 50% interest. The purpose of the AirJoule JV is to incorporate GE Vernova’s proprietary sorbent materials into systems that utilize the Company’s AirJoule water capture technology and to manufacture and bring products incorporating the combined technologies to market in the Americas, Africa and Australia. AirJoule, LLC is a variable interest entity for which the Company has determined there is shared power with GE Vernova; therefore the Company accounts for the VIE under the equity method of accounting.

The Company’s share of the income (loss) reported by AirJoule, LLC is recorded as an equity gain (loss) from investment in AirJoule, LLC in the accompanying condensed consolidated statements of operations.

The following table contains balance sheet information of AirJoule, LLC as of June 30, 2026 and December 31, 2025:

AirJoule, LLC tests its intangible assets for impairment during the fourth quarter of each year, or whenever a change in events and circumstances (triggering event) occurs that indicates the fair value of intangible assets may be below their carrying values.

Given AirJoule, LLC’s status as an early-stage company with limited operating history and the uncertainties regarding AirJoule, LLC’s successful development and commercialization of its products, there can be no assurance that the estimates and assumptions made for purposes of its goodwill impairment testing in 2025 will prove to be accurate predictions of the future. If AirJoule, LLC’s assumptions, including timing of revenue generation and forecasted EBITDA, are not achieved, then AirJoule, LLC may be required to record goodwill impairment charges in future periods.

Based on triggering events, specifically a sustained decline in the Company’s stock price, AirJoule, LLC performed an interim impairment test as of March 31, 2026 on its in-process R&D. In performing the interim impairment test as of March 31, 2026, AirJoule, LLC determined that the carrying value of its in-process R&D exceeded the respective fair value, concluding an impairment of $110.3 million. The Company’s share of the in-process R&D impairment reported by AirJoule, LLC was recorded as an equity loss from investment in AirJoule, LLC in the accompanying condensed consolidated statements of operations. No triggering events were identified with respect to the Company's in-process R&D during the three months ended June 30, 2026, and accordingly, no additional interim impairment test was performed.

Additionally, AirJoule, LLC performed an interim impairment test as of March 31, 2026 on its goodwill and determined that the carrying value exceeded the respective fair value and recorded goodwill impairment charges of $76.1 million during the three months ended March 31, 2026. As a result, the Company reduced its basis difference by the Company’s share of AirJoule, LLC’s goodwill impairment charges. The Company’s updated basis difference as of March 31, 2026 was $105.8 million. No triggering events were identified with respect to AirJoule, LLC's goodwill during the three months ended June 30, 2026, and accordingly, no additional interim impairment test was performed as of that date, and the basis difference remained at $105.8 million.

The following table contains statement of operations information of AirJoule, LLC for thethree and six months ended June 30, 2026 and 2025:

Note 5 — OTHER ACCRUED EXPENSES

The following table summarizes other accrued expenses:

Note 6 — RELATED PARTY TRANSACTIONS

Due from Related Party

In November 2024, the Company executed a statement of work with AirJoule, LLC, dated as of March 4, 2024, by and between the Company and AirJoule, LLC, pursuant to which the Company will provide AirJoule, LLC with engineering and administrative services. In November 2025, the statement of work was extended from its original March 2026 maturity to December 2026. Reimbursement of costs incurred during the three months ended June 30, 2026 was $0.5 million and $0.3 million of general and administrative and research and development expenses, respectively. Reimbursement of costs incurred during the six months ended June 30, 2026 was $1.0 million and $0.5 million of general and administrative and research and development expenses, respectively. Reimbursement of costs incurred during the three months ended June 30, 2025 was$0.4 million and $0.1 million of general and administrative and research and development expenses, respectively. Reimbursement of costs incurred during the six months ended June 30, 2025 was $0.8 million and $0.3 million of general and administrative and research and development expenses, respectively.

Related Party Equity Transactions

The Company granted awards to the employees of AirJoule, LLC during the six months ended June 30, 2026. The number of restricted stock units granted to the employees of AirJoule, LLC was 575,495.

Note 7 — STOCKHOLDERS’ EQUITY

Warrants

As of June 30, 2026, there are 12,657,596 Public Warrants and 8,900,000 Private Placement warrants outstanding.

The Company accounts for the warrants issued in connection with the IPO in accordance with the guidance contained in ASC 815. Such guidance provides that the warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity.

Subscription Agreements

On April 23, 2025, the Company entered into the April 2025 PIPE Subscription Agreements with the April 2025 PIPE Investors, pursuant to which, among other things, the April 2025 PIPE Investors agreed to subscribe for and purchase from the Company, and the Company agreed to issue and sell to the April 2025 PIPE Investors, an aggregate of 3,775,126 newly issued shares of Class A common stock at a purchase price of $3.98 per share on the terms and subject to the conditions set forth therein. The April 2025 PIPE Subscription Agreements entitled the April 2025 PIPE Investors to shelf registration rights with respect to the shares of Class A common stock they purchased. The transaction closed on April 25, 2025, and the shares of Class A common stock were issued and sold to the April 2025 PIPE Investors in reliance on Section 4(a)(2) of the Securities Actgenerating net proceeds of $14.2 million.

Equity Financing

On January 15, 2026 and June 1, 2026, the Company completed the January 2026 and June 2026 Offerings, respectively, pursuant to prospectus supplements filed under Rule 424(b)(5) under the Securities Act of 1933, as amended.

Note 8 — FAIR VALUE MEASUREMENTS

Items Measured at Fair Value on a Recurring Basis:

The Company accounts for certain liabilities at fair value on a recurring basis and classifies these liabilities within the fair value hierarchy (Level 1, Level 2, or Level 3). Assumptions such as risk-free rate, stock price, volatility and discount rate were based on market data. Management used a single point estimate for the risk-free rate, volatility and discount rate.

Liabilities subject to fair value measurements that are valued on a recurring basis are as follows:

Earnout Shares

The estimated fair value of the Earnout Shares was determined with a Monte Carlo simulation using a distribution of potential outcomes for expected EBITDA and stock price at expected commission dates, utilizing a correlation coefficient for EBITDA and stock price, and assuming $50.0 million of Annualized EBITDA per production line, with each of the production lines commissioned over a five-year period. EBITDA was discounted to the valuation date with a weighted average cost of capital estimate and forecasted to each estimated commission date. Earnout mechanics at each estimated commission date were assessed, and if the earnout thresholds were achieved, the future value of the Earnout Shares was discounted to the valuation date utilizing a risk-free rate commensurate with the overall term. The commission dates used reflected management’s best estimates regarding the time to complete full construction and operational viability of a production line, including all permitting, regulatory approvals and necessary or useful inspections. The earnout term of 5 years and the earnout mechanics which impact the timing of expected future cash flows represent contractual inputs. See the following summary of key inputs:

The following table presents the changes in the fair value of the Earnout Shares liability:

As of June 30, 2026 and December 31, 2025, the estimated fair value of all the Earnout Shares, $7.2 million and $6.2 million, respectively, represents 922,264 and 1,291,813 Earnout Shares, respectively. The Earnout Shares liability in the preceding table represents the fair value of the contingent obligation to issue Earnout Shares to equity holders (excluding the shares to employees accounted for under ASC 718) upon the achievement of certain earnout milestones.

True Up Shares liability

During the year ended December 31, 2024, the Company’s volume-weighted average price of the Class A common stock on the Nasdaq as reported by Bloomberg L.P. was less than $8.50 for 15 consecutive trading days. As a result of this triggering event, the Company issued to the investor 275,880 shares of Class A common stock on March 18, 2025. The difference between the fair value of True Up Shares as reported on the triggering event date and the fair value calculated using the Company’s stock price at close of business on the triggering event date was recognized as a gain in the condensed consolidated statements of operations.

Subject Vesting Shares liability

The following table presents the changes in the fair value of the Subject Vesting Shares liability:

The estimated fair value of the Subject Vesting Share liability was determined utilizing a Monte Carlo simulation, with underlying forecast mathematics based on geometric Brownian motion in a risk-neutral framework. The calculation of the value of the Subject Vesting Shares considered the $12.00 and $14.00 vesting conditions in addition to the vesting related to the earnout milestone amount.

Items Measured at Fair Value on a Nonrecurring Basis

In addition to items that are measured at fair value on a recurring basis, the Company measures certain liabilities at fair value on a nonrecurring basis which are not included in the tables above, which includes our Equity Line Obligation liability. Nonrecurring fair value measurements are generally determined using unobservable inputs and are classified within Level 3 of the fair value hierarchy. The Company assesses the need to calculate the change in fair value of the Equity Line Obligation liability depending on how material the change is and the associated impact to the financials. During the three months ended March 31, 2026, the Company remeasured the fair value of the Equity Line Obligation liability resulting in a change in fair value of $35,598. During the three months ended June 30, 2026, the Company assessed the need to calculate the change in fair value of the Equity Line Obligation liability depending on how material the change is and the associated impact to the financials and concluded no remeasurement was needed.

Note 9 — COMMITMENTS AND CONTINGENCIES

The Company is involved in various legal matters arising in the normal course of business. In the opinion of the Company’s management and legal counsel, the amount of losses that may be sustained, if any, would not have a material effect on the financial position and results of operations of the Company.

Risks and Uncertainties

The Company, as an early-stage business with limited operations and minimal product sales revenue, has historically been dependent upon the sourcing of external capital to fund its overhead and product development costs. This is a typical situation for any early-stage company that has not yet commenced significant commercial operations.

Joint Venture Agreement

On October 27, 2021, the Company entered into a joint venture with CATL US Inc. (“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 (“CAMT”). While the Company and CATL both continue to own 50% of CAMT’s issued and outstanding shares, neither the Company 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 the Company’s financial statements do not reflect any accounting for CAMT as no assets (including IP) or cash have been contributed to CAMT.

Note 10 — SEGMENT INFORMATION

The Company operates as asingle operating and reportable segment. The Chief Operating Decision Maker evaluates performance and allocates resources based on consolidated net income (loss). Accordingly, segment net income (loss) is the same as consolidated net income (loss) as presented in the consolidated statements of operations.

The following table reconciles segment assets to consolidated assets in the condensed consolidated balance sheets:

(1)

Other segment assets included cash, cash equivalents and restricted cash, due from related party, prepaid expenses, operating lease right-of-use asset, property and equipment, net and other assets.

Note 11 — SUBSEQUENT EVENTS

Pursuant to the A&R Joint Venture Agreement, the Company is 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 August 2026, the Company contributed an additional $3.5 million in capital contributions to the AirJoule JV.