8-K
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UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d)

 

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): May 12, 2025

 

AirJoule Technologies Corporation

 

(Exact name of registrant as specified in its charter)

 

Delaware

001-41151

 

86-2962208

(State or other jurisdiction

 

 

(Commission File Number)

 

(I.R.S. Employer

of incorporation)

 

 

 

 

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)

 

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)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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:

 

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

 

Nasdaq Capital Market

Warrants to purchase Class A common stock

 

AIRJW

Nasdaq Capital Market

 

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 May 12, 2025, AirJoule Technologies Corporation (the “Company”) issued a press release announcing its financial and operational results for the first 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 and Item 7.01 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 7.01 Regulation FD Disclosure

 

The information set forth under Item 2.02 is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

99.1

 

Press release of AirJoule Technologies Corporation, dated May 12, 2025.

104

 

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.

 

 

AIRJOULE TECHNOLOGIES CORPORATION

Date: May 12, 2025

By:

/s/ Stephen S. Pang

 

Name:

Stephen S. Pang

 

Title:

Chief Financial Officer

 

 

 


 

Exhibit 99.1

AirJoule Technologies Announces First Quarter 2025 Results

Ronan, MT, May 12, 2025 – AirJoule Technologies Corporation (NASDAQ: AIRJ) (“AirJoule Technologies” or the “Company”), the developer of the transformational AirJoule® system for separating pure water from air, today announced its first quarter 2025 results.

First Quarter 2025 & Recent Highlights

Key Milestones

GE Vernova Collaboration on Waste Heat: Commenced a strategic project with GE Vernova focused on the integration of AirJoule® technology into GE Vernova products with an emphasis on the utilization of low-grade waste heat to produce water. The project will examine AirJoule®’s capability to convert low-grade waste heat into pure distilled water with GE Vernova’s technology and product offerings and establish performance across a range of environmental conditions.
Arizona State University Agreement: Signed an agreement with Arizona State University (“ASU”), a global leader in the field of atmospheric water harvesting research, to sell one AirJoule® A250TM system to be used for research and evaluation purposes, with expected delivery in September 2025. ASU operates atmospheric water harvesting test sites in the Phoenix area and will independently evaluate AirJoule®’s performance across a range of real-world conditions, including arid climates and variable humidity levels.
Dubai Deployment: Deployed the first AirJoule® system in Dubai to showcase AirJoule® principles and capabilities for potential public and private sector customers. The AirJoule® system is operating in an outdoor garden located at one of Dubai government’s premier technology research facilities.
Facility Expansion: Expanded the manufacturing facility in Newark, DE to 35,000 square feet, which now includes manufacturing and assembly space, along with three environmental test chambers and a full coating line to produce sorbent-coated contactors.

Balance Sheet and Liquidity

Private Placement Financing: Completed a $15 million private placement financing (the “PIPE”) led by GE Vernova, which also included new and existing investors. GE Vernova’s participation in the PIPE followed its initial investment in AirJoule Technologies of $5 million made in March 2024 in connection with the formation of a 50/50 joint venture with AirJoule Technologies. Net proceeds from the PIPE are being used to accelerate the commercialization of the AirJoule® A1000TM systems to meet strong customer interest.
Strong Cash Position: Ended the quarter with $23 million of cash and cash equivalents with sufficient capitalization to support the Company’s operations through expected commercial sales in 2026.

Executive Commentary

“AirJoule® is gaining meaningful traction as industries look for innovative ways to secure sustainable water,” said Matt Jore, Chief Executive Officer of AirJoule Technologies. “In the first quarter, we accelerated key initiatives with stakeholders like GE Vernova and Arizona State University, broadened our international presence, and expanded our manufacturing capabilities to support scaled production. With a strong balance sheet and a fully funded path to commercialization, we are well-positioned to meet rising demand for reliable, energy-efficient water solutions, and we are laser-focused on delivering our first preproduction systems for customer demonstrations in 2025.”

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 March 31, 2025, which is expected to be filed with the Securities and Exchange Commission (“SEC”) on May 13, 2025.

Earnings Call Webcast

AirJoule Technologies will host a conference call to discuss first quarter 2025 results at 8:30 AM ET on Tuesday, May 13, 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 the developer of AirJoule®, a water harvesting technology that provides efficient and sustainable air dehumidification and pure water from air. Designed to reduce energy consumption and generate material cost efficiencies,

 


 

AirJoule® is being commercialized through a joint venture with GE Vernova and in partnership with Carrier Global Corporation. 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

 

March 31,

 

 

December 31,

 

 

2025

 

 

2024

 

 

(unaudited)

 

 

 

 

Assets

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash, cash equivalents and restricted cash

 

$

23,000,515

 

 

$

28,021,748

 

Due from related party

 

 

501,844

 

 

 

2,820,129

 

Prepaid expenses and other current assets

 

 

946,779

 

 

 

613,754

 

Total current assets

 

 

24,449,138

 

 

 

31,455,631

 

Operating lease right-of-use asset

 

 

139,162

 

 

 

147,001

 

Property and equipment, net

 

 

14,785

 

 

 

16,373

 

Investment in AirJoule, LLC

 

 

340,948,355

 

 

 

338,178,633

 

Other assets

 

 

54,482

 

 

 

54,482

 

Total assets

 

$

365,605,922

 

 

$

369,852,120

 

Liabilities and stockholders’ equity

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Accounts payable

 

$

326,510

 

 

$

79,202

 

Other accrued expenses

 

 

1,298,453

 

 

 

1,720,318

 

Operating lease liability, current

 

 

32,124

 

 

 

30,227

 

True Up Shares liability

 

 

 

 

 

2,189,000

 

Total current liabilities

 

 

1,657,087

 

 

 

4,018,747

 

Earnout Shares liability

 

 

11,692,000

 

 

 

24,524,000

 

Subject Vesting Shares liability

 

 

2,345,000

 

 

 

7,819,000

 

Operating lease liability, non-current

 

 

115,734

 

 

 

124,002

 

Deferred tax liability

 

 

79,613,389

 

 

 

81,256,047

 

Total liabilities

 

 

95,423,210

 

 

 

117,741,796

 

Commitments and contingencies (Note 12)

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

 

Preferred stock, $0.0001 par value; 25,000,000 authorized shares and 0 shares issued
   and outstanding as of March 31, 2025 and December 31, 2024

 

$

 

 

$

 

Class A common stock, $0.0001 par value; 600,000,000 authorized shares and
   56,352,120 and 55,928,661 shares issued and outstanding as of March 31, 2025
   and December 31, 2024, respectively

 

 

5,636

 

 

 

5,593

 

Additional paid-in capital

 

 

56,770,957

 

 

 

53,577,270

 

Retained earnings

 

 

213,406,119

 

 

 

198,527,461

 

Total stockholders’ equity

 

 

270,182,712

 

 

 

252,110,324

 

Total liabilities and stockholders’ equity

 

$

365,605,922

 

 

$

369,852,120

 

 

 


 


AIRJOULE TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

 

Three Months Ended
March 31,

 

 

2025

 

 

2024

 

Cost and expenses:

 

 

 

 

 

 

General and administrative

 

$

2,786,484

 

 

$

813,239

 

Research and development

 

 

387,919

 

 

 

846,157

 

Sales and marketing

 

 

14,209

 

 

 

37,725

 

Transaction costs incurred in connection with business combination

 

 

 

 

 

54,693,103

 

Depreciation and amortization

 

 

1,588

 

 

 

1,085

 

Loss from operations

 

 

(3,190,200

)

 

 

(56,391,309

)

Other income (expense):

 

 

 

 

 

 

Interest income

 

 

243,024

 

 

 

26,146

 

Gain on contribution to AirJoule, LLC

 

 

 

 

 

333,500,000

 

Equity loss from investment in AirJoule, LLC

 

 

(2,230,278

)

 

 

(26,382

)

Change in fair value of Earnout Shares liability

 

 

12,832,000

 

 

 

(7,672,000

)

Change in fair value of True Up Shares liability

 

 

106,106

 

 

 

269,000

 

Change in fair value of Subject Vesting Shares liability

 

 

5,474,000

 

 

 

(2,425,000

)

Other income

 

 

1,348

 

 

 

 

Total other income, net

 

 

16,426,200

 

 

 

323,671,764

 

Income before income taxes

 

 

13,236,000

 

 

 

267,280,455

 

Income tax benefit (expense)

 

 

1,642,658

 

 

 

(85,725,163

)

Net income

 

$

14,878,658

 

 

$

181,555,292

 

 

 

 

 

 

 

 

Weighted average Class A common stock outstanding, basic

 

 

56,047,662

 

 

 

37,155,326

 

Basic net income per share, Class A common stock

 

$

0.27

 

 

$

4.33

 

 

 

 

 

 

 

 

Weighted average Class A common stock outstanding, diluted

 

 

57,111,807

 

 

 

38,631,753

 

Diluted net income, per share, Class A common stock

 

$

0.26

 

 

$

4.18

 

 

 

 

 

 

 

 

Weighted average Class B common stock outstanding, basic and diluted

 

 

 

 

 

4,759,642

 

Basic net income per share, Class B common stock

 

$

 

 

$

4.33

 

Diluted net income per share, Class B common stock

 

$

 

 

$

4.18

 

 

 


 

AIRJOULE TECHNOLOGIES CORPORATION
CONDESNED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

Three Months Ended March 31,

 

 

2025

 

 

2024

 

Cash flows from operating activities

 

 

 

 

 

 

Net income

 

$

14,878,658

 

 

$

181,555,292

 

Adjustment to reconcile net income to cash provided by (used in) operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

1,588

 

 

 

1,085

 

Deferred tax expense (benefit)

 

 

(1,642,658

)

 

 

85,725,163

 

Amortization of operating lease right-of-use assets

 

 

7,839

 

 

 

52,068

 

Change in fair value of Earnout Shares liability

 

 

(12,832,000

)

 

 

7,672,000

 

Change in fair value of True Up Shares liability

 

 

(106,106

)

 

 

(269,000

)

Change in fair value of Subject Vesting Shares liability

 

 

(5,474,000

)

 

 

2,425,000

 

Gain on contribution to AirJoule, LLC

 

 

 

 

 

(333,500,000

)

Equity loss from investment in AirJoule, LLC

 

 

2,230,278

 

 

 

26,382

 

Non-cash transaction costs in connection with business combination

 

 

 

 

 

53,721,000

 

Share-based compensation

 

 

984,393

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Due from related party

 

 

2,402,969

 

 

 

 

Prepaid expenses and other current assets

 

 

145,461

 

 

 

15,010

 

Operating lease liabilities

 

 

(6,371

)

 

 

(51,346

)

Accounts payable

 

 

247,308

 

 

 

(2,675,093

)

Accrued expenses, accrued transaction costs and other liabilities

 

 

(765,113

)

 

 

(1,122,998

)

Net cash provided by (used in) operating activities

 

 

72,246

 

 

 

(6,425,437

)

Cash flows from investing activities

 

 

 

 

 

 

Deferred offering costs paid

 

 

(135,239

)

 

 

 

Investment in AirJoule, LLC

 

 

(5,000,000

)

 

 

(10,000,000

)

Net cash used in investing activities

 

 

(5,135,239

)

 

 

(10,000,000

)

Cash flows from financing activities

 

 

 

 

 

 

Proceeds from the exercise of warrants

 

 

 

 

 

45,760

 

Proceeds from the exercise of options

 

 

41,760

 

 

 

56,250

 

Proceeds from the issuance of common stock

 

 

 

 

 

43,365,000

 

Net cash provided by financing activities

 

 

41,760

 

 

 

43,467,010

 

Net increase (decrease) in cash, cash equivalents and restricted cash

 

 

(5,021,233

)

 

 

27,041,573

 

Cash, cash equivalents and restricted cash, beginning of period

 

 

28,021,748

 

 

 

375,796

 

Cash, cash equivalents and restricted cash, end of the period

 

$

23,000,515

 

 

$

27,417,369

 

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

 

 

$

 

Initial recognition of True Up Shares liability

 

$

 

 

$

555,000

 

Initial recognition of Subject Vesting Shares liability

 

$

 

 

$

11,792,000

 

Initial recognition of ROU asset and operating lease liability

 

$

 

 

$

172,649

 

Liabilities combined in recapitalization, net

 

$

 

 

$

8,680,477

 

Contribution to AirJoule, LLC of license to technology

 

$

 

 

$

333,500,000

 

Supplemental cash flow information:

 

 

 

 

 

 

Taxes paid

 

$

 

 

$

 

 

Contacts

 

Investor Relations & Media:

Tom Divine – Vice President, Investor Relations and Finance

[email protected]