AirJoule Technologies Announces Proposed Public Offering of Class A Common Stock

Rhea-AI Summary

AirJoule Technologies (NASDAQ: AIRJ) announced the commencement of an underwritten public offering of its Class A common stock under an existing Form S-3 shelf (File No. 333-291527).

The offering is subject to market and other conditions and may not be completed. Executive Chairman Patrick C. Eilers, CEO Matthew B. Jore and director Stuart D. Porter indicated interest in purchasing shares on the same terms as other purchasers. Net proceeds are intended for growth capital, working capital, manufacturing readiness and phased deployment with strategic partners. Lucid Capital Markets is sole book-running manager. The registration was filed Nov 14, 2025 and declared effective Nov 21, 2025; a preliminary prospectus supplement will be filed.

Positive

• Registration on Form S-3 declared effective on Nov 21, 2025
• Insiders (Eilers, Jore, Porter) indicated interest in purchasing offering shares

Negative

• Offering is subject to market conditions, so completion is uncertain
• Public offering may result in shareholder dilution (size and terms not yet disclosed)

News Market Reaction – AIRJ

-13.60%

20 alerts

-13.60% News Effect

-28.6% Trough in 15 hr 30 min

-$38M Valuation Impact

$241M Market Cap

0.6x Rel. Volume

On the day this news was published, AIRJ declined 13.60%, reflecting a significant negative market reaction. Argus tracked a trough of -28.6% from its starting point during tracking. Our momentum scanner triggered 20 alerts that day, indicating elevated trading interest and price volatility. This price movement removed approximately $38M from the company's valuation, bringing the market cap to $241M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Par value per share: $0.0001 Form S-3 file number: File No. 333-291527 S-3 filing date: November 14, 2025 +1 more

4 metrics

Par value per share $0.0001 Class A common stock par value stated in offering

Form S-3 file number File No. 333-291527 Effective shelf registration statement referenced for offering

S-3 filing date November 14, 2025 Date Registration Statement was filed with SEC

S-3 effective date November 21, 2025 Date Registration Statement was declared effective by SEC

Market Reality Check

Price: $3.25 Vol: Volume 274,985 is 0.52x t...

low vol

$3.25 Last Close

Volume Volume 274,985 is 0.52x the 20-day average of 524,817 ahead of the offering news. low

Technical Shares at $3.97 are trading below the 200-day MA of $4.53 and 57.36% below the 52-week high of $9.31.

Peers on Argus

Sector peers show mixed moves today: some names like ASPN and APT are up while o...

Sector peers show mixed moves today: some names like ASPN and APT are up while others like INVE, PPIH, and JELD are down. No peers appeared in the momentum scanner, and the pre-offering setup in AIRJ looks stock-specific rather than part of a coordinated sector move.

Historical Context

5 past events · Latest: Jan 08 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 08	Program selection	Positive	+2.7%	Joined Net Zero Innovation Hub program to advance data center deployments.
Dec 19	Partnership pilot	Positive	-1.2%	Announced off-grid residential water pilot with Red Dot Ranch in California.
Dec 02	AI data center deal	Positive	-3.8%	Identified Nexus Data Centers and advanced toward first industrial WPA.
Nov 13	Earnings and update	Positive	-8.0%	Q3 2025 results with JV funding and commercialization progress details.
Nov 07	Earnings scheduling	Neutral	+0.6%	Scheduled Q3 2025 earnings release and conference call details.

Pattern Detected

Recent positive partnership and commercialization updates have often seen muted or negative next-day price reactions, while neutral scheduling or program news has produced smaller, mixed moves.

Recent Company History

Over the last few months, AirJoule reported several commercialization milestones and collaborations. The Nov 13, 2025 Q3 results highlighted JV funding and a $26.0M cash balance but the stock fell 8.01% the next day. Subsequent positive items—like the Nexus Data Centers AI deployment update on Dec 02 and the Net Zero Innovation Hub news on Jan 08—drew mixed price reactions. Today’s equity offering taps the S-3 shelf filed on Nov 14, 2025, following that pattern of financing alongside growth updates.

Regulatory & Risk Context

Active S-3 Shelf · $150,000,000

Shelf Active

Active S-3 Shelf Registration 2025-11-14

$150,000,000 registered capacity

An effective Form S-3 shelf filed on Nov 14, 2025 allows AirJoule to offer up to $150,000,000 of securities, including common stock, in one or more tranches. Today’s underwritten offering of Class A common shares is being conducted under this shelf, with specific terms and size to be detailed in a prospectus supplement.

Market Pulse Summary

The stock dropped -13.6% in the session following this news. A negative reaction despite the company...

Analysis

The stock dropped -13.6% in the session following this news. A negative reaction despite the company’s growth narrative fits prior patterns where positive updates were followed by downside moves. This deal utilizes the Form S-3 shelf for up to $150,000,000 of securities, and equity offerings can pressure valuation depending on pricing and size. Investors may weigh dilution against the stated uses of proceeds for growth capital and manufacturing readiness once the final prospectus supplement is filed.

Key Terms

underwritten public offering, class a common stock, shelf registration statement, form s-3, +4 more

8 terms

underwritten public offering financial

"announced the commencement of an underwritten public offering of shares"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

class a common stock financial

"offering of shares of its Class A common stock, par value $0.0001 per share"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

shelf registration statement regulatory

"pursuant to an effective shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"effective shelf registration statement on Form S-3 (File No. 333-291527)"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

registration statement regulatory

"File No. 333-291527) (the “Registration Statement”) previously filed with the"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

prospectus supplement regulatory

"by means of a prospectus and a prospectus supplement"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

base prospectus regulatory

"preliminary prospectus supplement and accompanying base prospectus relating"

A base prospectus is a detailed document that provides essential information about a financial offering, such as a bond or share issue. It acts like a comprehensive guide for investors, explaining what the investment involves, the risks involved, and how the process works. This helps investors make informed decisions before committing their money.

u.s. securities and exchange commission regulatory

"previously filed with the U.S. Securities and Exchange Commission (the “SEC”)"

The U.S. Securities and Exchange Commission is a government agency responsible for overseeing the stock market and protecting investors. It sets rules to ensure that companies share truthful information and that trading is fair, helping to maintain trust in the financial system. This oversight is important because it helps prevent fraud and ensures that investors can make informed decisions.

AI-generated analysis. Not financial advice.

RONAN, Mont., Jan. 13, 2026 (GLOBE NEWSWIRE) -- AirJoule Technologies Corporation (NASDAQ: AIRJ) (“AIRJ” or the “Company”) today announced the commencement of an underwritten public offering of shares of its Class A common stock, par value $0.0001 per share (“Class A common stock”), pursuant to an effective shelf registration statement on Form S-3 (File No. 333-291527) (the “Registration Statement”) previously filed with the U.S. Securities and Exchange Commission (the “SEC”). The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

Patrick C. Eilers, our Executive Chairman and member of our Board of Directors, Matthew B. Jore, our Chief Executive Officer and member of our Board of Directors and Stuart D. Porter, a member of our Board of Directors, have indicated an interest in purchasing shares of Class A common stock in this offering at the public offering price per share and on the same terms as the other purchasers in this offering. 

The Company intends to use the net proceeds it receives from the offering to fund growth capital, working capital and for general corporate purposes, including advancing capital-efficient manufacturing readiness and supporting phased, demand-aligned deployment with strategic growth partners. Lucid Capital Markets is acting as sole book-running manager for the offering.

The proposed offering will be made only by means of a prospectus and a prospectus supplement. Copies of the preliminary prospectus supplement and accompanying base prospectus relating to the offering and final prospectus supplement, when available, may be obtained from: Lucid Capital Markets, LLC, 570 Lexington Avenue, 40th Floor, New York, New York 10022, or by accessing the SEC’s website at www.sec.gov.

The offering is being conducted pursuant to the Registration Statement, which was previously filed with the SEC on November 14, 2025 and declared effective by the SEC on November 21, 2025, and the corresponding prospectus. A preliminary prospectus supplement thereto will be filed with the SEC. Before investing, prospective investors should read the prospectus supplement, the accompanying base prospectus and the documents incorporated by reference therein for additional information concerning the Company and the offering. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the shares of Class A common stock or any other securities, nor shall there be any sale of such shares of Class A common stock or any other securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About AirJoule Technologies Corporation

AirJoule Technologies Corporation (NASDAQ: AIRJ) is the developer of AirJoule^TM, a platform technology that provides efficient and sustainable dehumidification and pure water from air.

Cautionary Note Regarding Forward-Looking Statements

This communication contains “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, and the rules and regulations promulgated thereunder. These forward-looking statements include statements regarding the Company’s anticipated public offering, including the completion of the public offering on the anticipated terms, including the size of the offering and our use of proceeds therefrom. These forward-looking statements may be identified by their use of terms and phrases such as “may,” “expect,” “estimate,” “project,” “plan,” “believe,” “intend,” “achievable,” “anticipate,” “will,” “continue,” “potential,” “should,” “could,” and similar terms and phrases that indicate future events and that do not relate to historical matters. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve certain assumptions, risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth in the Company’s filings with the SEC, including the Registration Statement and the prospectus supplement relating to this offering, its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and its subsequent Quarterly Reports on Form 10-Q, under the caption “Risk Factors,” as may be updated from time to time in the Company’s periodic filings with the SEC. Any forward-looking statement in this press release speaks only as of the date of this release. The Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

Contacts

Investor Relations & Media:
Tom Divine – Vice President, Investor Relations and Finance
investors@airjouletech.com

FAQ

What is AirJoule (AIRJ) offering in the January 13, 2026 filing?

AirJoule commenced an underwritten public offering of its Class A common stock under its effective Form S-3 shelf registration.

When was the AirJoule registration declared effective for the AIRJ offering?

The registration relating to the offering was declared effective on Nov 21, 2025.

Who is managing the AirJoule (AIRJ) public offering?

Lucid Capital Markets is acting as sole book-running manager for the offering.

Will AirJoule insiders buy shares in the AIRJ offering?

Executive Chairman Patrick C. Eilers, CEO Matthew B. Jore and director Stuart D. Porter indicated interest in purchasing shares on the same terms as other purchasers.

How does AirJoule plan to use proceeds from the AIRJ offering?

The company intends to use net proceeds for growth capital, working capital, manufacturing readiness and phased deployment with strategic growth partners.

Where can investors get the AirJoule AIRJ prospectus for the offering?

Copies of the preliminary prospectus supplement and base prospectus will be available from Lucid Capital Markets and via the SEC website (www.sec.gov).