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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number 001-41151

AIRJOULE TECHNOLOGIES CORPORATION

(Exact name of registrant as specified in its charter)


Delaware		86-2962208
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

     34361 Innovation Drive
Ronan, Montana

     59864

     (Address of principal executive offices)

     (Zip Code)

(800) 942-3083

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	AIRJ	The Nasdaq Stock Market LLC

Warrants to purchase Class A common stock	AIRJW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 1, 2026, there were 68,472,740 shares of the registrant’s Class A common stock, par value $0.0001 per share, issued and outstanding.

AIRJOULE TECHNOLOGIES CORPORATION

TABLE OF CONTENTS


		Page
Part 1 - Financial Information		1

Item 1.	Condensed Consolidated Financial Statements (Unaudited)	1

	Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025 (Unaudited)	1

	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025 (Unaudited)	2

	Condensed Consolidated Statements of Changes in Members’ and Stockholders’ Equity for the Three Months Ended March 31, 2026 and 2025 (Unaudited)	3

	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (Unaudited)	4

	Notes to the Unaudited Condensed Consolidated Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition And Results of Operations	14

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20

Item 4.	Controls and Procedures	20

Part II - Other Information		22

Item 1.	Legal Proceedings	22

Item 1A.	Risk Factors	22

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22

Item 3.	Defaults Upon Senior Securities	22

Item 4.	Mine Safety Disclosures	22

Item 5.	Other Information	22

Item 6.	Exhibits	23

Signatures		24

PART 1 - FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

AIRJOULE TECHNOLOGIES CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS


	March 31,		December 31,
	2026		2025
	(unaudited)
Assets
Current assets
Cash, cash equivalents and restricted cash	$	31,093,127	$	21,848,455
Due from related party		694,694		1,212,514
Prepaid expenses and other current assets		1,013,395		750,648
Total current assets		32,801,216		23,811,617
Operating lease right-of-use asset		106,893		115,102
Property and equipment, net		38,570		24,544
Investment in AirJoule, LLC		263,509,405		316,657,273
Other assets		33,696		33,696
Total assets	$	296,489,780	$	340,642,232
Liabilities and stockholders’ equity
Current liabilities
Accounts payable	$	83,563	$	163,107
Other accrued expenses		1,293,281		2,066,218
Operating lease liability, current		35,232		34,437
Total current liabilities		1,412,076		2,263,762
Earnout Shares liability		4,768,000		6,196,000
Subject Vesting Shares liability		739,000		1,180,000
Operating lease liability, non-current		80,503		89,564
Deferred tax liability		48,230,782		62,975,045
Total liabilities		55,230,361		72,704,371
Commitments and contingencies (Note 9)
Stockholders’ equity
Preferred stock, $0.0001 par value; 25,000,000 authorized shares and 0 shares issued and outstanding as of March 31, 2026 and December 31, 2025	$	—	$	—
Class A common stock, $0.0001 par value; 600,000,000 authorized shares and 68,472,740 and 61,207,295 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively		6,848		6,121
Additional paid-in capital		101,590,849		78,444,477
Retained earnings		139,661,722		189,487,263
Total stockholders’ equity		241,259,419		267,937,861
Total liabilities and stockholders’ equity	$	296,489,780	$	340,642,232

The accompanying notes are an integral part of these condensed consolidated financial statements.

AIRJOULE TECHNOLOGIES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


	Three Months Ended March 31,
	2026			2025
Cost and expenses:
General and administrative	$	3,344,346		$	2,786,484
Research and development		215,471			387,919
Sales and marketing		45,903			14,209
Depreciation and amortization		3,902			1,588
Loss from operations		(3,609,622	)		(3,190,200	)
Other income (expense):
Interest income		284,665			243,024
Equity loss from investment in AirJoule, LLC		(63,147,868	)		(2,230,278	)
Change in fair value of Earnout Shares liability		1,428,000			12,832,000
Change in fair value of True Up Shares liability		—			106,106
Change in fair value of Subject Vesting Shares liability		441,000			5,474,000
Change in fair value of Equity Line Obligation liability		35,598			—
Other income (loss), net		(1,577	)		1,348
Total other income (loss), net		(60,960,182	)		16,426,200
Income (loss) before income taxes		(64,569,804	)		13,236,000
Income tax benefit		14,744,263			1,642,658
Net income (loss)	$	(49,825,541	)	$	14,878,658

Weighted average Class A common stock outstanding, basic		67,153,428			56,047,662
Basic net income (loss) per share, Class A common stock	$	(0.74	)	$	0.27

Weighted average Class A common stock outstanding, diluted		67,153,428			57,111,807
Diluted net income (loss), per share, Class A common stock	$	(0.74	)	$	0.26

The accompanying notes are an integral part of these condensed consolidated financial statements.

AIRJOULE TECHNOLOGIES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ AND STOCKHOLDERS’ EQUITY (UNAUDITED)

For the Three Months Ended March 31, 2026


	Class A Common Stock						Additional Paid-In
	Shares			Amount			Capital			Retained Earnings			Total Stockholders’ Equity
Balance at December 31, 2025		61,207,295		$	6,121		$	78,444,477		$	189,487,263		$	267,937,861
Stock-based compensation		—			—			1,537,911			—			1,537,911
Purchases pursuant to employee stock purchase plan		21,690			2			59,363			—			59,365
Exercise of options		25,000			3			2,997			—			3,000
Issuance of common stock		7,076,924			708			21,604,791			—			21,605,499
Issuance of common stock upon vesting of restricted stock units		159,997			16			(16	)		—			—
Taxes paid related to net share settlement of restricted stock units		(18,166	)		(2	)		(58,674	)		—			(58,676	)
Net loss		—			—			—			(49,825,541	)		(49,825,541	)
Balance at March 31, 2026		68,472,740		$	6,848		$	101,590,849		$	139,661,722		$	241,259,419

The accompanying notes are an integral part of these condensed consolidated financial statements.

AIRJOULE TECHNOLOGIES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ AND STOCKHOLDERS’ EQUITY (UNAUDITED)

For the Three Months Ended March 31, 2025


	Class A Common Stock
	Shares		Amount		Additional Paid-In Capital		Retained Earnings		Total Stockholders’ Equity
Balance at December 31, 2024		55,928,661	$	5,593	$	53,577,270	$	198,527,461	$	252,110,324
Stock-based compensation		—		—		1,069,076		—		1,069,076
Exercise of options		147,579		15		41,745		—		41,760
Issuance of True up Shares		275,880		28		2,082,866		—		2,082,894
Net income		—		—		—		14,878,658		14,878,658
Balance at March 31, 2025		56,352,120	$	5,636	$	56,770,957	$	213,406,119	$	270,182,712

The accompanying notes are an integral part of these condensed consolidated financial statements.

AIRJOULE TECHNOLOGIES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


	Three Months Ended March 31,
	2026			2025
Cash flows from operating activities
Net income (loss)	$	(49,825,541	)	$	14,878,658
Adjustment to reconcile net income (loss) to cash (used in) provided by operating activities:
Depreciation and amortization		3,902			1,588
Deferred tax benefit		(14,744,263	)		(1,642,658	)
Amortization of operating lease right-of-use assets		8,209			7,839
Change in fair value of Earnout Shares liability		(1,428,000	)		(12,832,000	)
Change in fair value of True Up Shares liability		—			(106,106	)
Change in fair value of Subject Vesting Shares liability		(441,000	)		(5,474,000	)
Change in fair value of Equity Line Obligation liability		(35,598	)		—
Loss on disposition of property and equipment		1,577			—
Equity loss from investment in AirJoule, LLC		63,147,868			2,230,278
Stock-based compensation		1,320,056			984,393
Changes in operating assets and liabilities:
Due from related party		735,675			2,402,969
Prepaid expenses and other assets		(262,747	)		145,461
Operating lease liabilities		(8,268	)		(6,371	)
Accounts payable		(79,544	)		247,308
Accrued expenses and other liabilities		(736,168	)		(765,113	)
Net cash (used in) provided by operating activities		(2,343,842	)		72,246
Cash flows from investing activities
Deferred offering costs paid		—			(135,239	)
Purchases of property and equipment		(19,506	)		—
Investment in AirJoule, LLC		(10,000,000	)		(5,000,000	)
Net cash used in investing activities		(10,019,506	)		(5,135,239	)
Cash flows from financing activities
Proceeds from the exercise of options and purchases pursuant to employee stock purchase plan		62,366			41,760
Proceeds from the issuance of common stock		22,151,003			—
Taxes paid related to net share settlement of equity awards		(58,675	)		—
Deferred offering costs paid		(546,674	)		—
Net cash provided by financing activities		21,608,020			41,760
Net increase (decrease) in cash, cash equivalents and restricted cash		9,244,672			(5,021,233	)
Cash, cash equivalents and restricted cash, beginning of period		21,848,455			28,021,748
Cash, cash equivalents and restricted cash, end of the period	$	31,093,127		$	23,000,515
Supplemental non-cash investing and financing activities:
Issuance of True Up Shares	$	—		$	2,082,894
Deferred offering costs included in accrued expenses and other current liabilities	$	—		$	343,247
Supplemental cash flow information:
Taxes paid	$	—		$	—

The accompanying notes are an integral part of these condensed consolidated financial statements.

AIRJOULE TECHNOLOGIES CORPORATION

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 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.

Note 2 — LIQUIDITY AND CAPITAL RESOURCES

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 “Offering”), pursuant to a prospectus supplement filed under Rule 424(b)(5) under the Securities Act of 1933, as amended.

In the 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 45-day overallotment option, at a public offering price of $3.25 per share. Total gross proceeds from the 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 Offering. After giving effect to these amounts, net proceeds to the Company were $22.1 million.

The Company intends to use the net proceeds from the 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 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 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.

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 were no sales under the Equity Line Purchase Agreement during the three months ended March 31, 2026.

Liquidity

The Company’s primary sources of liquidity have been cash contributions from founders or equity capital raised from other investors. As of March 31, 2026, the Company had $31.4 million of working capital, including $31.1 million in cash, cash equivalents and restricted cash. The Company had restricted cash of $30,932, 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.

In 2026 and 2025, the Company made capital contributions totaling $10.0 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 $67.3 million as of March 31, 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.

Capital Contribution

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 three months ended March 31, 2026, the Company contributed an additional $10.0 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, 2025. 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 three months ended March 31, 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 months ended March 31, 2026 given the reported net loss position. For the three months ended March 31, 2026, 21,557,596 warrants, 1,380,736 Subject Vesting Shares, 1,395,889 Earnout Shares, 2,207,602 options and 1,290,909 RSUs were anti-dilutive. For the three months ended March 31, 2025, dilutive shares included in the calculation of net income per share of common stock, utilizing the treasury stock method, were 1,064,145 shares of common stock issuable upon the exercise of stock options. For the three months ended March 31, 2025, the warrants, Earnout Shares, Subject Vesting Shares and RSUs were not 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 the three months ended March 31, 2026 and 2025:


	Three Months Ended March 31,
	2026			2025
	Class A Common Stock			Class A Common Stock
Basic net income (loss) per share of common stock
Numerator:
Allocation of net income (loss)	$	(49,825,541	)	$	14,878,658
Denominator:
Basic weighted average shares outstanding		67,153,428			56,047,662
Basic net income (loss) per share of common stock	$	(0.74	)	$	0.27
Diluted net income (loss) per share of common stock
Numerator:
Allocation of net income (loss)	$	(49,825,541	)	$	14,878,658
Denominator:
Diluted weighted average shares outstanding		67,153,428			57,111,807
Diluted net income (loss) per share of common stock	$	(0.74	)	$	0.26

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 March 31, 2026 and December 31, 2025:


	As of March 31, 2026			As of December 31, 2025
Total current assets	$	4,273,280		$	660,788
In-process research and development		503,100,000			613,400,000
Goodwill		213,929,000			290,025,000
Other non-current assets		6,484,711			6,559,351
Total assets	$	727,786,991		$	910,645,139
Total current liabilities	$	2,493,051		$	3,338,471
Total non-current liabilities		4,394,428			4,512,028
Total liabilities		6,887,479			7,850,499
Members’ equity	$	1,246,803,100		$	1,236,803,100
Accumulated deficit		(525,903,588	)		(334,008,460	)
Total liabilities and members’ equity	$	727,786,991		$	910,645,139

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.

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.

The following table contains statement of operations information of AirJoule, LLC for the three months ended March 31, 2026 and 2025:


	Three Months Ended March 31,
	2026			2025
Operating expenses		(5,519,195	)		(4,784,805	)
In-process research and development impairment		(110,300,000	)		—
Goodwill Impairment		(76,096,000	)		—
Other income		20,066			216,055
Net loss	$	(191,895,129	)	$	(4,568,750	)

Note 5 — OTHER ACCRUED EXPENSES

The following table summarizes other accrued expenses:


	As of March 31, 2026		As of December 31, 2025
Accrued payroll		719,716		1,506,282
Professional services		270,968		207,156
Equity Line Obligation		114,827		150,425
Accrued other		187,770		202,355
Total other accrued expenses	$	1,293,281	$	2,066,218

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 March 31, 2026 was $0.4 million and $0.3 million of general and administrative and research and development expenses, respectively. Reimbursement of costs incurred as of March 31, 2025 was $0.4 million and $0.1 million of general administrative and research and development expenses, respectively.

Related Party Equity Transactions

The Company granted awards to the employees of AirJoule, LLC during the three months ended March 31, 2026. The number of restricted stock units granted to the employees of AirJoule, LLC was 575,495.

Note 7 — STOCKHOLDERS’ EQUITY

Warrants

As of March 31, 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 Act generating net proceeds of $14.2 million.

Equity Financing

On January 15, 2026, subsequent to the balance sheet date of December 31, 2025, the Company completed the Offering, pursuant to a prospectus supplement 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:


	As of March 31, 2026
	Level 1		Level 2		Level 3		Total
Liabilities
Earnout Shares liability	$	—	$	—	$	4,768,000	$	4,768,000
Subject Vesting Shares liability		—		—		739,000		739,000
Total liabilities	$	—	$	—	$	5,507,000	$	5,507,000

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:


	As of March 31, 2026			As of December 31, 2025
Stock Price	$	2.51		$	3.94
Volatility		52.0	%		39.0	%
Risk free rate of return		3.8	%		3.6	%
Discount rate		22.5	%		20.5	%
Expected term (in years)		3.0			3.2

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


	Three Months Ended March 31, 2026
Earnout Shares liability as of December 31, 2025	$	6,196,000
Change in fair value		(1,428,000	)
Balance as of March 31, 2026	$	4,768,000

As of March 31, 2026 and December 31, 2025, the estimated fair value of all the Earnout Shares, $4.8 million and $6.2 million, respectively represents 1,395,889 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:


	Three Months Ended March 31, 2026
Subject Vesting Shares liability as of December 31, 2025	$	1,180,000
Change in fair value		(441,000	)
Balance as of March 31, 2026	$	739,000

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.

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 have ever been set by CAMT’s board of directors. As of March 31, 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 a single 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:


		March 31,			December 31,
		2026			2025
Investment in AirJoule, LLC	$		263,509,405	$		316,657,273
Other segment assets (1)			32,980,375			23,984,959
Segment assets			296,489,780			340,642,232
Adjustments and reconciling items			—			—
Consolidated assets	$		296,489,780	$		340,642,232

(1)

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

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with our unaudited condensed consolidated financial statements and related notes appearing in this Quarterly Report on Form 10-Q, as well as the audited financial statements, notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2025.

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.

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.

Company Overview

Growth Strategy and Outlook

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.

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.

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.

Recent Developments

Strategic Partnerships

TenX Exclusive Distribution Agreement

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.

Net Zero Innovation Hub for Data Centers

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.

Field Deployments and Demonstrations

Pescadero, California - Red Dot Ranch Foundation

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.

Product Development and Manufacturing

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.

Components of Our Results of Operations

Revenue

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.

Operating Expenses

We classify our operating expenses into the following categories:

•

General and administrative: General and administrative expenses consist primarily of personnel-related expenses for our executives, consultants and advisors. These expenses also include non-personnel costs, such as rent, office supplies, legal, audit and accounting services and other professional fees.

•

Research and development: Research and development expenses include internal personnel, parts, prototypes and third-party consulting costs related to preliminary research and development of our products.

•

Sales and marketing: Sales and marketing expenses consist primarily of business development, professional fees, advertising and marketing costs.

•

Depreciation and amortization: Depreciation and amortization expense consists of depreciation of property and equipment.

Results of Operations

The following tables set forth the results of our operations for the periods presented, as well as the changes between periods. The period-to-period comparison of financial results is not necessarily indicative of future results.

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

The following table sets forth the Company’s condensed consolidated statements of operations data for the three months ended March 31, 2026 and 2025:


	Three Months Ended March 31,
	2026			2025			Change ($)
Cost and expenses:
General and administrative	$	3,344,346		$	2,786,484		$	557,862
Research and development		215,471			387,919			(172,448	)
Sales and marketing		45,903			14,209			31,694
Depreciation and amortization		3,902			1,588			2,314
Loss from operations		(3,609,622	)		(3,190,200	)		(419,422	)
Other income (expense):
Interest income		284,665			243,024			41,641
Equity loss from investment in AirJoule, LLC		(63,147,868	)		(2,230,278	)		(60,917,590	)
Change in fair value of Earnout Shares liability		1,428,000			12,832,000			(11,404,000	)
Change in fair value of True Up Shares liability		—			106,106			(106,106	)
Change in fair value of Subject Vesting Shares liability		441,000			5,474,000			(5,033,000	)
Change in fair value of Equity Line Obligation liability		35,598			—			35,598
Other income (loss), net		(1,577	)		1,348			(2,925	)
Total other income (loss), net		(60,960,182	)		16,426,200			(77,386,382	)
Income (loss) before income taxes		(64,569,804	)		13,236,000			(77,805,804	)
Income tax benefit		14,744,263			1,642,658			13,101,605
Net income (loss)	$	(49,825,541	)	$	14,878,658		$	(64,704,199	)

General and Administrative

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.

Research and Development

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.

Sales and Marketing

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.

Depreciation and Amortization

Depreciation and amortization expense for the three months ended March 31, 2026 and 2025 was $3,902 and $1,588, respectively.

Interest Income

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.

Equity Loss from Investment in AirJoule, LLC

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.

Change in Fair value of Earnout Shares liability

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.

Change in Fair value of True Up Shares liability

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.

Change in Fair value of Subject Vesting Shares liability

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.

Change in Fair Value of Equity Line Obligation Liability

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.

Income Tax Benefit

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.

Liquidity and Capital Resources

Public Offering of Class A Common Stock

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.

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.

The April 2025 PIPE

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.

Committed Equity Facility

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.

Capital Contribution

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.

General

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.

We assess liquidity in terms of our ability to generate adequate amounts of cash to meet current and future needs. Our expected primary uses of cash on a short and long-term basis are for working capital requirements, capital expenditures and other general corporate services. Our 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. 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 its technology and the development of market and strategic relationships with other businesses and customers.

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.

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.

Cash flows for the three months ended March 31, 2026 and 2025

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


	For the Three Months Ended March 31,
	2026			2025
Net cash (used in) provided by operating activities	$	(2,343,842	)	$	72,246
Net cash used in investing activities		(10,019,506	)		(5,135,239	)
Net cash provided by financing activities		21,608,020			41,760
Net increase (decrease) in cash and cash equivalents	$	9,244,672		$	(5,021,233	)

Cash Flows from Operating Activities

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.

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.

Cash Flows from Investing Activities

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.

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.

Cash Flows from Financing Activities

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.

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.

Contractual Obligations and Commitments

Joint Venture Agreement

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.

Critical Accounting Estimates

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.

Recent Accounting Pronouncements

A discussion of recently issued accounting standards applicable to the Company is described in Note 3 - Summary of Significant Accounting Policies, in the Notes to Financial Statements contained elsewhere in this Current Report on Form 10-Q.

Off Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of March 31, 2026.

Emerging Growth Company Status

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.

In addition, we intend to rely on the other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an emerging growth company, we intend to rely on such exemptions, we are not required to, among other things: (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act; (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis); and (iv) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation.

We will remain an emerging growth company under the JOBS Act until the earliest of (i) the last day of our first fiscal year following the fifth anniversary of the closing of XPDB’s initial public offering, (ii) the last date of our fiscal year in which we have total annual gross revenue of at least $1.235 billion, (iii) the date on which we are deemed to be a “large accelerated filer” under the rules of the SEC with at least $700.0 million of outstanding securities held by non-affiliates or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the previous three years.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and procedures. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of March 31, 2026, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weakness in our internal control over financial reporting described below.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Material Weakness in Internal Control over Financial Reporting

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

The Company identified a material weakness related to the failure to design and implement adequate internal controls to appropriately identify, evaluate and account for the financial reporting implications of complex, non-routine transactions in a timely manner.

Changes in Internal Control Over Financial Reporting

Other than the remediation efforts described below, there were no changes in our internal control over financial reporting during the quarter ended March 31, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

In response to the identified material weakness, we have begun implementing remediation measures designed to improve our internal control over financial reporting, including enhancing our review and evaluation processes for complex, non-routine transactions and increasing technical accounting resources.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are and, from time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not presently a party to any other legal proceedings that, in the opinion of our management, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition, or cash flows.

Item 1A. Risk Factors

Our operations and financial results are subject to various risks and uncertainties, including the factors discussed in Part I, Item 1A, Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025. The following risk factor supplements the risk factors previously disclosed in our Annual Report on Form 10-K and should be read together.

Failure to maintain effective internal controls could adversely affect our ability to meet our reporting requirements.

We are required to establish and maintain appropriate internal control over financial reporting. As an emerging growth company, we are currently not required to comply with the independent registered public accounting firm attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002. However, we are still required to maintain effective disclosure controls and procedures and internal control over financial reporting. Effective internal controls are necessary for us to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements in accordance with U.S. generally accepted accounting principles, as well as to help prevent fraud.

Maintaining effective internal control over financial reporting is complex, time-consuming and costly. Our internal controls may become inadequate because of changes in conditions, the growth of our business, the expansion of our operations or for other reasons. As described in Item 4 - Controls and Procedures during the quarter ended March 31, 2026, we identified a material weakness in our internal control over financial reporting. In addition, management’s assessment of our internal control over financial reporting may identify additional material weaknesses or significant deficiencies that could require remediation. We may not be able to remediate any identified material weaknesses or significant deficiencies in a timely manner, or at all.

If we fail to maintain effective internal control over financial reporting or are unable to remediate identified deficiencies in a timely manner, our ability to accurately and timely report our financial condition and results of operations could be adversely affected. This could result in errors in our financial statements, cause us to fail to meet our public reporting obligations, negatively affect investor confidence in our company and materially adversely affect the market price of our common stock.

Item 2. Recent Sales of Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended March 31, 2026, no shares of capital stock were sold by the Company without registration under the Securities Act.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements

During the quarter ended March 31, 2026, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading agreement” or “non-Rule 10b5-1 trading agreement,” as each term is defined in Item 408 of Regulation S-K.

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Report.


Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of June 5, 2023, by and among Montana Technologies LLC, XPDB Merger Sub, LLC and Power & Digital Infrastructure Acquisition II Corp. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed with the SEC on June 5, 2023).
2.2		First Amendment to Agreement and Plan of Merger, dated February 5, 2024, by and among Power & Digital Infrastructure Acquisition II Corp., Montana Technologies LLC and XPDB Merger Sub LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on February 5, 2024).
2.3		Third Amended and Restated Certificate of Incorporation of AirJoule Technologies Corporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed with the SEC on November 13, 2024)
3.1		Third Amended and Restated Bylaws of AirJoule Technologies Corporation (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K, filed with the SEC on November 13, 2024)
4.1		Public Warrant Agreement, dated December 9, 2021, by and between the Registrant and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 14, 2021).
4.2		Private Warrant Agreement, dated December 9, 2021, by and between the Registrant and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 14, 2021).
10.1		Underwriting Agreement, dated as of January 14, 2026, by and between AirJoule Technologies Corporation and Lucid Capital Markets, LLC, as underwriter (incorporated by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K, filed with the SEC on January 14, 2026).
10.2		Form of Performance-Based Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (Absolute TSR) (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on February 17, 2026).
31.1*		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer (Principal Financial Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Chief Financial Officer (Principal Financial Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document


*	Filed or furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	AIRJOULE TECHNOLOGIES CORPORATION

Date: May 15, 2026	By:	/s/ Stephen S. Pang
	Name:	Stephen S. Pang
	Title:	Chief Financial Officer

AirJoule Technologies Corp. 10-Q