AirJoule plans stock sale and reports $21.8M cash

AirJoule Technologies Corporation reported business updates and plans for a capital raise.

Rhea-AI Filing Summary

AirJoule Technologies Corporation reported business updates and plans for a capital raise. The company intends to conduct an underwritten public offering of its Class A common stock, using an effective shelf registration statement on Form S-3. This would allow AirJoule to sell new shares to public investors, subject to market conditions.

AirJoule also highlighted a new collaboration with the Red Dot Ranch Foundation to deploy an AirJoule system in rural coastal California, where Red Dot Ranch will evaluate the system’s ability to produce clean water from atmospheric moisture. In addition, the company contributed an extra $5.0 million to its joint venture with GE Vernova. As of December 31, 2025, AirJoule held about $21.8 million in cash, cash equivalents and restricted cash.

Insights

Equity & Liquidity Analyst

AirJoule signals a potential equity raise while funding its JV and disclosing year-end liquidity.

AirJoule Technologies plans an underwritten public offering of Class A common stock under an effective Form S-3 shelf. This indicates the company is preparing to issue new equity, although the size, pricing and timing are not specified in the excerpt and will depend on market conditions. An underwritten deal typically involves investment banks committing to place the shares with investors.

The company contributed an additional $5.0 million to its joint venture with GE Vernova, reinforcing that partnership but also using cash resources. It reported about $21.8 million in cash, cash equivalents and restricted cash as of December 31, 2025, giving a snapshot of available liquidity around the time of the planned offering and JV funding. Together, these moves show AirJoule balancing capital deployment into strategic projects with efforts to access public equity markets for funding.

8-K Event Classification

4 items: 2.02, 7.01, 8.01, 9.01

4 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What capital raising plan did AirJoule Technologies (AIRJ) disclose?

AirJoule Technologies stated that it intends to conduct an underwritten public offering of shares of its Class A common stock, using an effective Form S-3 shelf registration statement.

How much cash does AirJoule Technologies (AIRJ) report having?

As of December 31, 2025, AirJoule Technologies reported approximately $21.8 million in cash, cash equivalents and restricted cash.

What new partnership did AirJoule Technologies (AIRJ) describe with Red Dot Ranch?

AirJoule described a collaboration with Red Dot Ranch Foundation to deploy an AirJoule system at a rural coastal California site so Red Dot Ranch can evaluate the system’s performance in producing clean water from atmospheric moisture.

What additional funding did AirJoule Technologies (AIRJ) provide to its GE Vernova joint venture?

On January 5, 2026, AirJoule contributed an additional $5.0 million in capital contributions to its joint venture with GE Vernova.

Under which registration statement will AirJoule’s planned stock offering be conducted?

The planned underwritten public offering of Class A common stock will be conducted pursuant to AirJoule’s Form S-3 registration statement, File No. 333-291527, which was declared effective by the SEC on November 21, 2025.

Does the filing describe full financial results for AirJoule Technologies (AIRJ)?

The filing focuses on the planned public offering, the Red Dot Ranch collaboration, the additional $5.0 million contribution to the GE Vernova joint venture, and year-end cash of $21.8 million, rather than full earnings results.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 01/13/2026 - 05:09 PM Learn about SEC filing dates

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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): January 13, 2026

AirJoule Technologies Corporation

(Exact name of registrant as specified in its charter)

Delaware		001-41151		86-2962208
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

34361 Innovation Drive
Ronan, Montana		59864
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (800) 942-3083

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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

The information set forth under Item 8.01 of this Current Report on Form 8-K under the header “Cash, Cash Equivalents and Restricted Cash” is incorporated by reference into this Item 2.02.

Item 7.01 Regulation FD Disclosure

On January 13, 2026, AirJoule Technologies Corporation (the “Company”) issued a press release announcing that, subject to market conditions, it intends to conduct an underwritten public offering (the “Offering”) of shares of its Class A common stock, par value $0.0001 per share (“Class A Common Stock”), pursuant to a registration statement on Form S-3 (File No. 333-291527) filed with the U.S. Securities and Exchange Commission (the “Commission”) on November 14, 2025, and declared effective by the Commission on November 21, 2025. A copy of the press release announcing the Offering is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information in this Current Report on Form 8-K under Item 2.02, Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific referencing in such filing.

Item 8.01 Other Events

On January 13, 2026, the Company provided certain updates to potential investors, the relevant excepts of which are set forth below.

Partnership with Red Dot Ranch

In December 2025, we announced a new collaboration with Red Dot Ranch Foundation (“Red Dot Ranch”), which focuses on bringing cutting-edge off-grid water solutions to rural communities in coastal California. Under this new commercial arrangement, we will deploy an AirJoule system to Red Dot Ranch’s location to enable Red Dot Ranch to evaluate the AirJoule system’s performance in producing clean water directly from moisture in the atmosphere. Pending successful evaluation and testing beginning in early 2026, we expect to expand such partnership and sell additional AirJoule systems over the coming years. 

Capital Contribution to AirJoule JV

On January 5, 2026, we contributed an additional $5.0 million in capital contributions to the joint venture with GE Vernova.

Cash, Cash Equivalents and Restricted Cash

As of December 31, 2025, we had approximately $21.8 million in cash, cash equivalents and restricted cash.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press release dated January 13, 2026.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

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: January 13, 2026
	By:	/s/ Stephen S. Pang
	Name:	Stephen S. Pang
	Title:	Chief Financial Officer

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