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AirJoule Technologies Corp. (AIRJ) SEC Filings

AIRJ NASDAQ
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AirJoule Technologies Corp. Chief Executive Officer, director and ten-percent owner Matthew B. Jore sold 50,000 Class A Common Stock shares on October 15, 2026, at a weighted-average price of $3.0633 per share. The shares were sold in multiple transactions priced from $3.00 to $3.17 per share. Following the sale, Jore directly held 7,698,020 shares.

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AirJoule Technologies Corp. is identified as the issuer in a Form 144 notice listing Matt Jore’s proposed sale of 150,000 common shares, with an aggregate market value of $483,000.00. The notice also lists 73,347,394 shares outstanding.

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AirJoule Technologies Corp. (AIRJ) agreed to acquire 100% of BitSink LLC, a U.S. designer and manufacturer of cooling, electrical distribution and racking infrastructure for AI and high-density data centers. The deal includes $18 million in cash and $9 million in Class A common stock at closing, plus up to $40 million in additional stock-based earnout payments tied to revenue milestones over the three calendar years following closing.

At closing, the seller received 1,859,504 AIRJ Class A shares in a private, unregistered offering under Section 4(a)(2) of the Securities Act, with a maximum of 8,264,463 additional shares potentially issuable for earnouts. BitSink adds an established, profitable operating business with approximately $11 million in cumulative revenue across 2024–2025, $15 million in near-term purchase orders, and over 220 megawatts of deployed cooling and power capacity across North America.

The acquisition expands AirJoule Technologies’ presence in AI and HPC data center infrastructure and creates potential integration between BitSink’s liquid cooling and power systems and AirJoule’s atmospheric water generation technology, supported by a 65,000-square-foot manufacturing facility in Chesnee, South Carolina. AirJoule Technologies reported $45 million of cash on its balance sheet as of August 31, 2026, prior to the transaction.

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AirJoule Technologies Corporation reported no revenue and a substantial net loss for the six months ended June 30, 2026 as it continues early-stage commercialization of its AirJoule sorption technology and relies heavily on its 50/50 joint venture with GE Vernova. Net loss was $58,359,106, compared with net income of $17,391,871 a year earlier, driven primarily by an equity loss from investment in AirJoule, LLC of $65,658,820, which reflects that venture’s $110.3 million in-process R&D impairment and $76.1 million goodwill impairment.

Operating expenses remained modest for a growth-stage company, with general and administrative costs of $7,162,278, research and development of $388,278, and sales and marketing of $163,950 for the first half. Changes in fair value of Earnout Shares and Subject Vesting Shares liabilities produced additional non‑cash losses.

Liquidity strengthened through equity raises. The company closed a January 2026 offering and a June 2026 registered direct offering, generating combined net proceeds of about $35.8 million. Cash, cash equivalents and restricted cash were $41,417,134 and working capital was approximately $41.0 million at June 30, 2026. AirJoule also holds a $30,000,000 committed equity facility and has a remaining capital contribution commitment to the AirJoule JV of $64.8 million. Management expects existing cash and prior proceeds to fund operations and JV needs for at least twelve months but notes it may seek additional financing for future opportunities.

The company disclosed a material weakness in internal control over financial reporting related to complex, non‑routine transactions and is implementing remediation measures. Strategic developments include third‑party recognition via a CleanTech award, an exclusive residential sales partnership with Kubota, and new demonstration deployments with GE Vernova.

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AirJoule Technologies Corporation reported second quarter 2026 results and a broad commercialization update centered on its AirJoule Prime and Core platforms. For the three months ended June 30, 2026, the company recorded a net loss of $8.5 million, compared with net income of $2.5 million a year earlier. For the first six months of 2026, it posted a net loss of $58.4 million, versus net income of $17.4 million in the prior-year period, driven largely by a $65.7 million equity loss from its investment in AirJoule, LLC and fair-value changes in share-related liabilities.

Cash, cash equivalents and restricted cash were $41.4 million as of June 30, 2026, and combined cash across AirJoule Technologies and the joint venture totaled $43.0 million with no debt. Management expects combined 2026 cash spend of $27–$28 million, up from a prior framework of about $25 million, and states that available liquidity is sufficient to fund operations, the joint venture and planned deployments into 2028. Operationally, the company commissioned its first full-scale AirJoule Prime system, entered an exclusive sales agreement with Kubota for multi-unit residential projects in Texas and California, advanced deployments with GE Vernova and the Net Zero Innovation Hub for Data Centers, and expanded its presence into the UAE through a Green Licence at Expo City Dubai and an AirJoule Core demonstration program.

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AirJoule Technologies Corporation registers resale rights for up to 3,494,054 shares of Class A Common Stock for B. Riley Principal Capital II and up to 3,724,874 shares for the PIPE Investors. The prospectus states the company will not receive proceeds from resales by the Selling Securityholders, though it may receive up to $27.1 million in aggregate gross proceeds under a separate Purchase Agreement with B. Riley Principal Capital II. The filing describes the mechanics of the committed equity financing, resale methods, Nasdaq listing (symbol: AIRJ), and the potential dilutive effect on outstanding shares (72,400,588 outstanding as of June 8, 2026).

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AirJoule Technologies Corporation is registering 18,532,361 shares of Class A Common Stock issuable upon exercise of warrants under a shelf prospectus. The filing also registers the resale by selling securityholders of 46,078,053 shares of Class A Common Stock and 5,874,765 Private Placement Warrants.

The company states it will not receive proceeds from resale by the selling securityholders; it would receive up to approximately $213.1 million only if all Warrants are fully exercised for cash at an $11.50 exercise price. As of June 8, 2026, there were 72,400,588 shares outstanding and the Class A closing price was $4.64.

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AirJoule Technologies Corp. Chief Legal Officer Chad MacDonald reported share sales that were executed solely to cover taxes on a restricted stock unit vesting. A total of 7,307 shares of Class A Common Stock were sold in two transactions labeled as open-market sales.

On June 8, 2026, 5,320 shares were sold at a weighted average price of $4.6464, with individual trades ranging from $4.62 to $4.68. On June 9, 2026, 1,987 shares were sold at a weighted average price of $4.4980, with trades ranging from $4.45 to $4.58.

The filing notes these were mandatory “sell to cover” transactions to satisfy tax withholding obligations and did not represent discretionary trading decisions. After these transactions, MacDonald directly holds 44,080 shares of AirJoule Class A Common Stock.

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FAQ

How many AirJoule Technologies (AIRJ) SEC filings are available on StockTitan?

StockTitan tracks 59 SEC filings for AirJoule Technologies (AIRJ), including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, and Form 4 insider trading disclosures. Each filing includes AI-generated summaries, impact scoring, and sentiment analysis.

When was the most recent SEC filing for AirJoule Technologies (AIRJ)?

The most recent SEC filing for AirJoule Technologies (AIRJ) was filed on October 16, 2026.