AIRJ 8-K
AirJoule Technologies Corp. (AIRJ)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Item 2.02. Results of Operations and Financial Condition
On August 13, 2025, AirJoule Technologies Corporation (the “Company”) issued a press release announcing its financial and operational results for the second quarter of 2025. A copy of the press release is furnished as Exhibit 99.1 hereto.
The information furnished pursuant to this Item 2.02 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
99.1 |
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Press release of AirJoule Technologies Corporation, dated August 13, 2025. |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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 hereunto duly authorized.
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AIRJOULE TECHNOLOGIES CORPORATION |
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Date: August 13, 2025 |
By: |
/s/ Stephen S. Pang |
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Name: |
Stephen S. Pang |
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Title: |
Chief Financial Officer |
Exhibit 99.1
AirJoule Technologies Announces Second Quarter 2025 Results
Ronan, MT, August 13, 2025 – AirJoule Technologies Corporation (NASDAQ: AIRJ) (“AirJoule Technologies” or the “Company”), a leading technology platform that unleashes the power of water from air, today announced its second quarter 2025 results.
Second Quarter 2025 & Recent Highlights
Key Milestones
A250TM Product Expands AirJoule® Technology Platform:
Strategic Collaborations to Advance AirJoule® Commercialization:
Continued Progress on Initial Projects:
Appointed Two Board Directors with Expertise in Data Centers and Financial Oversight:
Expanding Operations in Newark, DE:
Balance Sheet and Liquidity
Private Placement Financing:
Strong Cash Position:
Executive Commentary
“In the second quarter we made meaningful progress toward demonstrating the AirJoule® platform’s ability to use low-grade waste heat to produce pure, distilled water,” said Matt Jore, Chief Executive Officer of AirJoule Technologies. “This is an application that we expect to be a significant driver of our future commercial sales. We also cut the ribbon on our state-of-the-art manufacturing facility, which is ready to begin assembling units for the industrial dehumidification market. Throughout 2025, we’ve laid the groundwork to successfully productize AirJoule®, and I’m proud to report that we have the team, the technology and the capitalization to execute on a successful commercial launch in 2026 and unleash the power of water from air.”
Quarterly Report on Form 10-Q
AirJoule Technologies’ condensed consolidated financial statements and related footnotes are available in its Quarterly Report on Form 10-Q for the period ended June 30, 2025, which is expected to be filed with the Securities and Exchange Commission (“SEC”) on August 14, 2025.
Earnings Call Webcast
AirJoule Technologies will host a conference call to discuss second quarter 2025 results at 8:30 AM ET on Thursday, August 14, 2025. To access the live audio webcast of the conference call, please visit the AirJoule Technologies investor relations website at https://airjouletech.com/investors. To participate by phone, dial 877-407-6184 (domestic) or +1-201-389-0877 (international).
An archived webcast will be available following the call.
About AirJoule Technologies Corporation
AirJoule Technologies Corporation (NASDAQ: AIRJ) is a leading technology platform that unleashes the power of water from air. Through its joint venture with GE Vernova and in partnership with Carrier Global Corporation, the Company’s purpose is freeing the world of its water and energy constraints by delivering groundbreaking sorption technologies. For more information, visit https://airjouletech.com.
Forward-Looking Statements
The information in this press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this press release, regarding AirJoule Technologies and its future financial and operational performance, as well as its strategy, future operations, estimated financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward looking statements. When used in this press release, including any oral statements made in connection therewith, the words “could,” “may,” “will,” “should,” “anticipate,” “believe,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, AirJoule Technologies expressly disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements herein, to reflect events or circumstances after the date of this press release.
AirJoule Technologies cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond AirJoule Technologies’ control. These risks 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 relationships with BASF, Carrier, GE Vernova, and other third parties history of losses, and the other risks and uncertainties described in our SEC filings including the “Risk Factors” section of our most recent Annual Report on Form 10-K and any subsequently filed Quarterly Reports on Form 10-Q. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Should one or more of the risks or uncertainties described in this press release occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. AirJoule Technologies’ SEC Filings are available publicly on the SEC’s website at www.sec.gov, and readers are urged to carefully review and consider the various disclosures made in such filings.
AIRJOULE TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
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June 30, |
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December 31, |
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2025 |
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2024 |
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(unaudited) |
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Assets |
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Current assets |
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Cash, cash equivalents and restricted cash |
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$ |
30,502,711 |
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$ |
28,021,748 |
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Due from related party |
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545,013 |
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2,820,129 |
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Prepaid expenses and other current assets |
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968,892 |
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613,754 |
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Total current assets |
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32,016,616 |
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31,455,631 |
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Operating lease right-of-use asset |
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131,235 |
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147,001 |
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Property and equipment, net |
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23,872 |
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16,373 |
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Investment in AirJoule, LLC |
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343,858,688 |
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338,178,633 |
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Other assets |
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54,482 |
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54,482 |
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Total assets |
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$ |
376,084,893 |
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$ |
369,852,120 |
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Liabilities and stockholders’ equity |
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Current liabilities |
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Accounts payable |
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$ |
296,587 |
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$ |
79,202 |
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Other accrued expenses |
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2,197,206 |
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1,720,318 |
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Operating lease liability, current |
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32,886 |
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30,227 |
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True Up Shares liability |
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— |
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2,189,000 |
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Total current liabilities |
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2,526,679 |
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4,018,747 |
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Earnout Shares liability |
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5,416,000 |
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24,524,000 |
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Subject Vesting Shares liability |
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1,411,000 |
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7,819,000 |
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Operating lease liability, non-current |
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107,113 |
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124,002 |
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Deferred tax liability |
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78,054,508 |
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81,256,047 |
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Total liabilities |
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87,515,300 |
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117,741,796 |
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Commitments and contingencies (Note 12) |
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Stockholders’ equity |
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Preferred stock, $0.0001 par value; 25,000,000 authorized shares and 0 shares issued |
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$ |
— |
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$ |
— |
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Class A common stock, $0.0001 par value; 600,000,000 authorized shares and |
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6,044 |
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5,593 |
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Additional paid-in capital |
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72,644,217 |
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53,577,270 |
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Retained earnings |
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215,919,332 |
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198,527,461 |
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Total stockholders’ equity |
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288,569,593 |
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252,110,324 |
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Total liabilities and stockholders’ equity |
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$ |
376,084,893 |
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$ |
369,852,120 |
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AIRJOULE TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
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Three Months Ended |
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Six Months Ended |
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2025 |
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2024 |
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2025 |
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2024 |
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Cost and expenses: |
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General and administrative |
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$ |
3,751,211 |
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$ |
3,211,205 |
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$ |
6,537,695 |
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$ |
4,024,444 |
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Research and development |
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401,623 |
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1,050,804 |
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789,542 |
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1,896,961 |
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Sales and marketing |
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7,794 |
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74,841 |
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22,003 |
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112,566 |
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Transaction costs incurred in connection with business combination |
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— |
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— |
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— |
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54,693,103 |
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Depreciation and amortization |
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2,289 |
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1,216 |
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3,877 |
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2,301 |
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Loss from operations |
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(4,162,917 |
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(4,338,066 |
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(7,353,117 |
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(60,729,375 |
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Other income (expense): |
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Interest income |
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283,733 |
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216,480 |
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526,758 |
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242,626 |
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Gain on contribution to AirJoule, LLC |
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— |
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— |
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— |
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333,500,000 |
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Equity loss from investment in AirJoule, LLC |
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(2,089,667 |
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(580,788 |
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(4,319,945 |
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(607,170 |
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Change in fair value of Earnout Shares liability |
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6,276,000 |
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13,064,000 |
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19,108,000 |
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5,392,000 |
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Change in fair value of True Up Shares liability |
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— |
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(136,000 |
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106,106 |
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133,000 |
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Change in fair value of Subject Vesting Shares liability |
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934,000 |
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1,759,000 |
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6,408,000 |
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(666,000 |
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Gain on settlement of legal fees |
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— |
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2,207,445 |
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— |
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2,207,445 |
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Other expense, net |
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(286,818 |
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— |
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(285,470 |
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— |
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Total other income, net |
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5,117,248 |
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16,530,137 |
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21,543,449 |
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340,201,901 |
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Income before income taxes |
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954,331 |
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12,192,071 |
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14,190,332 |
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279,472,526 |
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Income tax benefit (expense) |
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1,558,882 |
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1,237,824 |
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3,201,539 |
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(84,487,339 |
) |
Net income |
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$ |
2,513,213 |
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$ |
13,429,895 |
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$ |
17,391,871 |
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$ |
194,985,187 |
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Weighted average Class A common stock outstanding, basic |
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59,247,717 |
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49,560,529 |
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57,656,530 |
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43,357,928 |
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Basic net income per share, Class A common stock |
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$ |
0.04 |
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$ |
0.25 |
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$ |
0.30 |
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$ |
4.05 |
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Weighted average Class A common stock outstanding, diluted |
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60,179,241 |
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51,358,716 |
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58,727,169 |
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44,995,234 |
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Diluted net income, per share, Class A common stock |
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$ |
0.04 |
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$ |
0.24 |
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$ |
0.30 |
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$ |
3.92 |
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Weighted average Class B common stock outstanding, basic and diluted |
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— |
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4,759,642 |
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— |
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4,759,642 |
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Basic net income per share, Class B common stock |
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$ |
— |
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$ |
0.25 |
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$ |
— |
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$ |
4.05 |
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Diluted net income per share, Class B common stock |
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$ |
— |
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$ |
0.24 |
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$ |
— |
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$ |
3.92 |
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AIRJOULE TECHNOLOGIES CORPORATION
CONDESNED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
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Six Months Ended June 30, |
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2025 |
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2024 |
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Cash flows from operating activities |
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Net income |
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$ |
17,391,871 |
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$ |
194,985,187 |
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Adjustment to reconcile net income to cash used in operating activities: |
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Depreciation and amortization |
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3,877 |
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2,301 |
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Deferred tax expense (benefit) |
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(3,201,539 |
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84,487,339 |
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Amortization of operating lease right-of-use assets |
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15,766 |
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59,709 |
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Change in fair value of Earnout Shares liability |
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(19,108,000 |
) |
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(5,392,000 |
) |
Change in fair value of True Up Shares liability |
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(106,106 |
) |
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(133,000 |
) |
Change in fair value of Subject Vesting Shares liability |
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(6,408,000 |
) |
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666,000 |
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Change in fair value of Equity Line Obligation liability |
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286,819 |
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— |
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Gain on contribution to AirJoule, LLC |
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— |
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(333,500,000 |
) |
Equity loss from investment in AirJoule, LLC |
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4,319,945 |
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607,170 |
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Non-cash transaction costs in connection with business combination |
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— |
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53,721,000 |
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Gain on settlement of legal fees |
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— |
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(2,207,445 |
) |
Share-based compensation |
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2,419,596 |
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150,519 |
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Changes in operating assets and liabilities: |
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Due from related party |
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2,496,577 |
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— |
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Due to related party |
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— |
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(1,440,000 |
) |
Prepaid expenses and other current assets |
|
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(355,138 |
) |
|
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(806,153 |
) |
Operating lease liabilities |
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(14,230 |
) |
|
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(56,818 |
) |
Accounts payable |
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217,385 |
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(3,157,317 |
) |
Accrued expenses, accrued transaction costs and other liabilities |
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(122,308 |
) |
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(5,563,053 |
) |
Net cash used in operating activities |
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(2,163,485 |
) |
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(17,576,561 |
) |
Cash flows from investing activities |
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Purchases of fixed assets |
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(11,376 |
) |
|
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(6,554 |
) |
Investment in AirJoule, LLC |
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(10,000,000 |
) |
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(10,000,000 |
) |
Net cash used in investing activities |
|
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(10,011,376 |
) |
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(10,006,554 |
) |
Cash flows from financing activities |
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Proceeds from the exercise of warrants |
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— |
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|
45,760 |
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Proceeds from the exercise of options |
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|
99,718 |
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|
60,170 |
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Proceeds from the PIPE offering, net |
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|
14,556,106 |
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|
|
— |
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Proceeds from the issuance of common stock pursuant to subscription agreements |
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— |
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|
61,750,000 |
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Net cash provided by financing activities |
|
|
14,655,824 |
|
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|
61,855,930 |
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Net increase in cash, cash equivalents and restricted cash |
|
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2,480,963 |
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|
34,272,815 |
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Cash, cash equivalents and restricted cash, beginning of period |
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|
28,021,748 |
|
|
|
375,796 |
|
Cash, cash equivalents and restricted cash, end of the period |
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$ |
30,502,711 |
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$ |
34,648,611 |
|
Supplemental non-cash investing and financing activities: |
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Issuance of True Up Shares |
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$ |
2,082,894 |
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|
$ |
— |
|
Deferred offering costs included in accrued expenses and other current liabilities |
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$ |
312,375 |
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|
$ |
— |
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Initial recognition of True Up Shares liability |
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$ |
— |
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$ |
555,000 |
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Initial recognition of Subject Vesting Shares liability |
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$ |
— |
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$ |
11,792,000 |
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Initial recognition of ROU asset and operating lease liability |
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$ |
— |
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$ |
172,649 |
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Liabilities combined in recapitalization, net |
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$ |
— |
|
|
$ |
8,680,477 |
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Contribution to AirJoule, LLC of license to technology |
|
$ |
— |
|
|
$ |
333,500,000 |
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Supplemental cash flow information: |
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Taxes paid |
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$ |
— |
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|
$ |
— |
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Contacts
Investor Relations & Media:
Tom Divine – Vice President, Investor Relations and Finance