Airjoule Technologies Corp SEC Filings

AirJoule Technologies Corporation filed a Rule 424(b)(3) prospectus supplement to update its S-1 prospectus with the company’s Form 10-Q for the quarter ended September 30, 2025. The supplement does not change offering terms; it incorporates the latest quarterly results and disclosures.

In Q3 2025, AirJoule reported a net loss of $4.0 million$13.38 million, largely influenced by non-cash fair value changes. Cash, cash equivalents and restricted cash were $26.0 million, and working capital was $25.9 million. The company raised $14.24 million net in an April 2025 PIPE (3,775,126 shares at $3.98) and drew approximately $0.4 million under a $30 million committed equity facility. AirJoule contributed $12.8 million year-to-date to the AirJoule JV; its remaining capital commitment to the JV was $82.3 million as of September 30, 2025. Class A shares outstanding were 60,679,706 as of November 1, 2025.

AirJoule Technologies Corporation filed a shelf registration to offer up to $150,000,000 of securities, including common stock, preferred stock, debt securities, and warrants. The company may sell these from time to time in one or more offerings, with specific terms, amounts, and prices to be detailed in separate prospectus supplements.

Sales may occur through underwriters, dealers, agents, or directly to purchasers. Proceeds and their intended uses will be described in the applicable prospectus supplement. AirJoule is an emerging growth company and smaller reporting company, and its Class A common stock trades on Nasdaq under the symbol AIRJ; the last reported price was $4.72 on November 11, 2025.

AirJoule Technologies Corporation filed its quarterly report, showing a shift to a Q3 2025 net loss of $4.0 million as it continues investing in commercialization. Operating loss was $3.0 million, reflecting higher general and administrative costs while research and development remained modest.

For the nine months, the company reported net income of $13.4 million, down from the prior year period that included a one‑time, non‑cash gain related to forming the AirJoule joint venture. The balance sheet remained strong: cash, cash equivalents and restricted cash were $26.0 million, total assets were $372.7 million, and stockholders’ equity rose to $286.4 million. The investment in AirJoule, LLC stood at $344.7 million. Deferred tax liabilities declined to $75.7 million, and fair‑value liabilities for earnouts and vesting shares decreased versus year‑end.

Liquidity actions included an April 2025 PIPE of 3,775,126 shares at $3.98 for about $14.2 million in net proceeds and initial draws of roughly $0.4 million under a $30 million committed equity facility. Working capital was $25.9 million. The company noted a remaining $82.3 million capital commitment to the AirJoule JV as it advances production and market partnerships.

AirJoule Technologies Corporation furnished an 8‑K announcing it issued a press release with its third‑quarter 2025 financial and operational results. The release, dated November 13, 2025, is provided as Exhibit 99.1 and is not deemed “filed” for liability purposes under the Exchange Act. The company’s Class A common stock (AIRJ) and warrants (AIRJW) are listed on the Nasdaq Capital Market.

AirJoule Technologies Corporation (AIRJ) reported consolidated assets of $376.1 million and stockholders' equity of $288.6 million as of June 30, 2025. The company held $30.5 million in cash and cash equivalents and reported net income of $17.4 million for the six months ended June 30, 2025 and $2.5 million for the quarter ended June 30, 2025.

The balance sheet reflects a $343.9 million investment in AirJoule, LLC and a deferred tax liability of $78.1 million. During the period the company received net proceeds of $14.56 million from a PIPE offering and has an unused committed equity facility of up to $30.0 million. The company contributed $10.0 million to the AirJoule joint venture during the six months and discloses a remaining commitment to the JV of $85.0 million. Contingent and liability-classified equity awards changed materially: the Earnout Shares liability decreased to $5.416 million and the Subject Vesting Shares liability decreased to $1.411 million as of June 30, 2025.

AirJoule Technologies Corporation furnished a press release announcing its financial and operational results for the second quarter of 2025 and attached that release as Exhibit 99.1 to this Form 8-K. The company explicitly states that the information furnished is not to be deemed "filed" under the Securities Exchange Act and will not be incorporated by reference into other securities filings except by specific reference.

The filing identifies the registrant as a Delaware corporation whose Class A common stock (AIRJ) and warrants (AIRJW) trade on the Nasdaq Capital Market, and notes the company is an emerging growth company. The report is executed on behalf of the registrant by Chief Financial Officer Stephen S. Pang.