AirJoule Technologies Corp 8-K, filed Mar 25, 2025
AirJoule Technologies Corp. (AIRJ)
About this 8-K
AirJoule Technologies Corp filed this 8-K on March 25, 2025.
Items reported
- Item 2.02: Financial results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(Commission File Number) | (I.R.S. Employer Identification No.) |
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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) | |
| 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:
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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 March 25, 2025, AirJoule Technologies Corporation (the “Company”) issued a press release announcing its financial and operational results for the fourth quarter and year ended December 31, 2024. 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 March 25, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: March 25, 2025 | By: | /s/ Stephen S. Pang |
| Name: | Stephen S. Pang | |
| Title: | Chief Financial Officer | |
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Exhibit 99.1
AirJoule
Technologies Announces Fourth Quarter and Full Year 2024 Results and
Groundbreaking Performance of AirJoule® System
Ronan, MT, March 25, 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 fourth quarter and full year results. The Company also announced that the AirJoule® system can use low-grade waste heat from industrial processes to improve energy efficiency and produce pure distilled water for less than 160 watt-hours of energy consumption per liter (“Wh/L”). This marks a step change in water harvesting efficiency, allowing humanity to cost-effectively access water stored in the most reliable freshwater aquifer – the Earth’s atmosphere.
Fourth Quarter 2024
AirJoule® Utilizes Low-Grade Waste Heat to Produce Pure Distilled Water
After extensive testing at the Company’s facility in Newark, DE, AirJoule® demonstrated the ability to produce pure distilled water from air with an energy requirement of less than 160 Wh/L of water by utilizing low-grade waste heat (with test conditions of 80°F and 60% relative humidity). Compared to existing technologies, AirJoule® is up to 4x more efficient at separating water from air than refrigerant-based systems (400-700 Wh/L) and up to 8x more efficient than desiccant-based systems (more than 1,300 Wh/L).
Waste heat is the world’s largest untapped energy source. Approximately 70% of the energy produced on the planet is lost as waste heat at power plants, and up to 50% of energy inputs to industrial operations are lost as waste heat. Most of this waste heat is low-grade (under 100°C) and previously has not been economical to recapture for reuse or electricity generation. By tapping into the significant low-grade waste heat available at nearly all industrial operations globally, including data centers, AirJoule® can generate pure distilled water at attractive costs. AirJoule® is unlocking two vast resources to improve energy efficiency and water sustainability – low-grade waste heat and water in the atmosphere.
The Company and the AirJoule JV (defined below) are in advanced discussions with multiple data center operators, project developers, and industrial facilities about potential proof of concept deployments where AirJoule® demonstration units would be installed and field tested to validate their operational capabilities. If successful, these initiatives will lay the foundation for large-scale water generation projects that harness waste heat to produce pure distilled water on-site at competitive costs while also driving greater energy efficiency.
Data centers, which are vital to our increasingly digital world, require substantial amounts of power and water. When deployed to data centers, AirJoule® can transform the vast low-grade waste heat from these facilities, which would otherwise be released into the atmosphere, into a valuable asset through the production of distilled water for evaporative cooling and for other beneficial purposes.
Full Year 2024
Key Milestones
| ● | Formed a 50/50 joint venture with GE Vernova to commercialize the AirJoule® technology (“AirJoule JV”); at the end of 2024, the AirJoule JV team included 24 full-time employees who were primarily focused on engineering and product development activities |
| ● | Entered a binding joint commercialization term sheet with Carrier Global Corporation for AirJoule® applications in the heating, ventilation, and air conditioning market |
| ● | Built out a 35,000 square foot facility in Newark, DE to support sorbent-coating, manufacturing, assembly, and testing operations for AirJoule® units at the AirJoule JV |
| ● | Opened the Company’s first international office in the United Arab Emirates to spearhead business development and growth initiatives in the Gulf Cooperation Council region |
Balance Sheet and Liquidity
| ● | Completed a $50 million private investment in public equity (“PIPE”) financing in March 2024, led by investments from GE Vernova, Carrier, and Rice Investment Group, among other third parties |
| ● | Raised an additional $12 million through a PIPE financing from primarily existing investors in June 2024 |
| ● | Ended the year with $28 million of cash and cash equivalents with sufficient liquidity to support the Company’s operations through expected commercial sales in 2026 |
Executive Commentary
“We are pleased with the significant progress made in 2024,” said Matt Jore, CEO of AirJoule Technologies. “We achieved several key milestones that position us well for the extensive commercial opportunities we see ahead at the intersection of energy efficiency and water security. The significance of AirJoule® separating pure water from air at less than 160 watt-hours per liter cannot be overstated. Once commercialized, this unprecedented level of energetics can enable transformational solutions including waste heat to water, distributed water generation, and more energy-efficient dehumidification and air conditioning systems.”
Mr. Jore continued, “We are incredibly energized to have completed our first year as a publicly traded company. We are excited for what’s to come in 2025 and look forward to updating our stakeholders on our progress throughout the year.”
Committed Equity Facility
On March 25, 2025, the Company entered into a common stock purchase agreement (the “Purchase Agreement”) with B. Riley Principal Capital II, LLC (“B. Riley”), providing the Company with the right, but not the obligation, to sell up to $30 million of newly issued shares to B. Riley over a period of 36 months, subject to certain conditions and limitations. The Purchase Agreement gives the Company financial flexibility to opportunistically raise incremental capital in support of future growth and development activities.
Annual Report on Form 10-K
AirJoule Technologies’ consolidated financial statements and related footnotes are available in its Annual Report on Form 10-K for the year ended December 31, 2024, which is expected to be filed with the Securities and Exchange Commission (“SEC”) on March 25, 2025.
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Earnings Call Webcast
AirJoule Technologies will host a conference call to discuss fourth quarter and year end 2024 results at 8:30 AM ET on Wednesday, March 26, 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 under the heading “Risk Factors” in our SEC filings including in our Registration Statement (See Risk Factors) on Form S-1 filed with the Securities and Exchange Commission (the “SEC”) on June 27, 2024 and 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.
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AIRJOULE
TECHNOLOGIES CORPORATION
CONSOLIDATED BALANCE SHEETS
| December 31, | ||||||||
| 2024 | 2023 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash, cash equivalents and restricted cash | $ | 28,021,748 | $ | 375,796 | ||||
| Due from related party | 2,820,129 | — | ||||||
| Prepaid expenses and other current assets | 613,754 | 126,971 | ||||||
| Total current assets | 31,455,631 | 502,767 | ||||||
| Operating lease right-of-use asset | 147,001 | 49,536 | ||||||
| Property and equipment, net | 16,373 | 3,832 | ||||||
| Investment in AirJoule, LLC | 338,178,633 | — | ||||||
| Other assets | 54,482 | — | ||||||
| Total assets | $ | 369,852,120 | $ | 556,135 | ||||
| Liabilities and Stockholders’ equity (deficit) | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 79,202 | $ | 2,518,763 | ||||
| Accrued transaction fees | — | 3,644,100 | ||||||
| Other accrued expenses | 1,720,318 | 244,440 | ||||||
| Operating lease liability, current | 30,227 | 22,237 | ||||||
| True Up Shares liability | 2,189,000 | — | ||||||
| Total current liabilities | 4,018,747 | 6,429,540 | ||||||
| Earnout Shares liability | 24,524,000 | — | ||||||
| Subject Vesting Shares liability | 7,819,000 | — | ||||||
| Operating lease liability, non-current | 124,002 | 27,299 | ||||||
| Deferred tax liability | 81,256,047 | — | ||||||
| Total liabilities | 117,741,796 | 6,456,839 | ||||||
| Commitments and contingencies (Note 13) | ||||||||
| Stockholders’ equity (deficit) | ||||||||
| Preferred stock, $0.0001 par value; 25,000,000 authorized shares and 0 shares issued and outstanding as of December 31, 2024 and December 31, 2023 | $ | — | $ | — | ||||
| Class A common stock, $0.0001 par value; 600,000,000 authorized shares and 55,928,661 and 32,731,583 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively | 5,593 | 3,274 | ||||||
| Class B common stock, $0.0001 par value; 0 and 50,000,000 authorized shares and 0 and 4,759,642 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively | — | 476 | ||||||
| Additional paid-in capital | 53,577,270 | 11,263,647 | ||||||
| Retained earnings (accumulated deficit) | 198,527,461 | (17,168,101 | ) | |||||
| Total stockholders’ equity (deficit) | 252,110,324 | (5,900,704 | ) | |||||
| Total liabilities and stockholders’ equity (deficit) | $ | 369,852,120 | $ | 556,135 | ||||
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AIRJOULE
TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
| December 31, | ||||||||
| 2024 | 2023 | |||||||
| Cost and expenses: | ||||||||
| General and administrative | $ | 9,042,150 | $ | 7,540,702 | ||||
| Research and development | 2,020,388 | 3,305,612 | ||||||
| Sales and marketing | 150,927 | 540,002 | ||||||
| Transaction costs incurred in connection with business combination | 54,693,103 | — | ||||||
| Depreciation and amortization | 6,517 | 4,341 | ||||||
| Loss from operations | (65,913,085 | ) | (11,390,657 | ) | ||||
| Other income (expense): | ||||||||
| Interest income | 932,371 | 11,541 | ||||||
| Gain on contribution to AirJoule, LLC | 333,500,000 | — | ||||||
| Equity loss from investment in AirJoule, LLC | (5,321,367 | ) | — | |||||
| Change in fair value of Earnout Shares liability | 29,197,000 | — | ||||||
| Change in fair value of True Up Shares liability | (1,634,000 | ) | — | |||||
| Change in fair value of Subject Vesting Shares liability | 3,973,000 | — | ||||||
| Gain on settlement of legal fees | 2,207,445 | — | ||||||
| Other income | 10,245 | — | ||||||
| Total other income, net | 362,864,694 | 11,541 | ||||||
| Income (loss) before income taxes | 296,951,609 | (11,379,116 | ) | |||||
| Income tax expense | (81,256,047 | ) | — | |||||
| Net income (loss) | $ | 215,695,562 | $ | (11,379,116 | ) | |||
| Weighted average Class A common stock outstanding, basic | 47,964,244 | 32,680,981 | ||||||
| Basic net income (loss) per share, Class A common stock | $ | 4.15 | $ | (0.30 | ) | |||
| Weighted average Class A common stock outstanding, diluted | 49,461,753 | 32,680,981 | ||||||
| Diluted net income (loss), per share, Class A common stock | $ | 4.03 | $ | (0.30 | ) | |||
| Weighted average Class B common stock outstanding, basic and diluted | 4,068,516 | 4,759,642 | ||||||
| Basic net income (loss) per share, Class B common stock | $ | 4.15 | $ | (0.30 | ) | |||
| Diluted net income (loss) per share, Class B common stock | $ | 4.03 | $ | (0.30 | ) | |||
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AIRJOULE
TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Cash flows from operating activities | ||||||||
| Net income (loss) | $ | 215,695,562 | $ | (11,379,116 | ) | |||
| Adjustment to reconcile net income (loss) to cash used in operating activities: | ||||||||
| Depreciation and amortization | 6,517 | 4,341 | ||||||
| Deferred tax expense | 81,256,047 | — | ||||||
| Amortization of operating lease right-of-use assets | 29,282 | 21,216 | ||||||
| Change in fair value of Earnout Shares liability | (29,197,000 | ) | — | |||||
| Change in fair value of True Up Shares liability | 1,634,000 | — | ||||||
| Change in fair value of Subject Vesting Shares liability | (3,973,000 | ) | — | |||||
| Gain on contribution to AirJoule, LLC | (333,500,000 | ) | — | |||||
| Equity loss from investment in AirJoule, LLC | 5,321,367 | — | ||||||
| Non-cash transaction costs in connection with business combination | 53,721,000 | — | ||||||
| Gain on settlement of legal fees | (2,207,445 | ) | — | |||||
| Share-based compensation | 1,323,936 | 52,000 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Due from related party | (2,727,578 | ) | — | |||||
| Prepaid expenses and other current assets | (112,406 | ) | (21,832 | ) | ||||
| Other assets | (54,482 | ) | — | |||||
| Operating lease liabilities | (22,054 | ) | (21,216 | ) | ||||
| Accounts payable | (2,459,898 | ) | 2,444,733 | |||||
| Due to related party | (1,440,000 | ) | — | |||||
| Accrued expenses, accrued transaction costs and other liabilities | (7,555,294 | ) | 3,798,885 | |||||
| Net cash used in operating activities | (24,261,446 | ) | (5,100,989 | ) | ||||
| Cash flows from investing activities | ||||||||
| Purchases of property and equipment | (19,058 | ) | (98,950 | ) | ||||
| Proceeds from sale of property and equipment | — | 98,950 | ||||||
| Investment in AirJoule, LLC | (10,000,000 | ) | — | |||||
| Net cash used in investing activities | (10,019,058 | ) | — | |||||
| Cash flows from financing activities | ||||||||
| Proceeds from the exercise of warrants | 45,760 | 9,438 | ||||||
| Proceeds from the exercise of options | 130,696 | — | ||||||
| Proceeds from the issuance of common stock | 61,750,000 | — | ||||||
| Issuance of preferred units | — | 255,861 | ||||||
| Net cash provided by financing activities | 61,926,456 | 265,299 | ||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | 27,645,952 | (4,835,690 | ) | |||||
| Cash, cash equivalents and restricted cash, beginning of period | 375,796 | 5,211,486 | ||||||
| Cash, cash equivalents and restricted cash, end of the period | $ | 28,021,748 | $ | 375,796 | ||||
| Supplemental non-cash investing and financing activities: | ||||||||
| 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
investors@airjouletech.com
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