STOCK TITAN

AirJoule Technologies (NASDAQ: AIRJ) swings to 2026 loss but boosts cash and partnerships

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • Company ended Q2 2026 with $41.4 million in cash and reports $43.0 million combined cash with the joint venture and no debt, supporting its multi-year commercialization plans.
  • Management states it has sufficient liquidity to fund operations, the joint venture, and planned commercial deployments into 2028, reducing near- to medium-term financing pressure.
  • Commissioning of the first full-scale AirJoule Prime system and an exclusive sales agreement with Kubota for residential deployments in Texas and California advance real-world commercialization of the technology.

Negative

  • Six-month 2026 results show a swing to a $58.4 million net loss from $17.4 million net income in the prior-year period, heavily influenced by a $65.7 million equity loss from the AirJoule joint venture.
  • Management raised its 2026 combined cash spend framework to $27–$28 million from about $25 million, reflecting higher commercialization activity and greater cash use than previously communicated.

Filing Explained

The completed June financing coincides with 72,400,588 shares outstanding versus 61,207,295 at year-end, reducing existing holders’ percentage ownership absent offsets.

The August 13, 2026 Form 8-K furnishes second-quarter results under Item 2.02 and reports the June registered direct offering as completed.

At June 30, 2026, AirJoule Technologies reported 72,400,588 Class A shares issued and outstanding, versus 61,207,295 at December 31, 2025. That higher issued share count is an ownership-dilution mechanism: issuing additional shares increases the total count and reduces an existing holder’s percentage ownership absent offsetting changes.

The registered direct offering generated $14.2 million of net proceeds in June; the six-month statement separately reports $36,453,501 of proceeds from common-stock issuance. During the same six-month period, operating activities used $3,759,952 and investing activities used $12,519,506, including $12.5 million invested in AirJoule, LLC.

The filing identifies the Form 10-Q for the three and six months ended June 30, 2026 as expected on August 14, 2026; that report is the next source for interim financial statements and related footnotes.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Net income (loss), Q2 2026 $(8,533,565) Three months ended June 30, 2026
Net income, Q2 2025 $2,513,213 Three months ended June 30, 2025
Net income (loss), six months 2026 $(58,359,106) Six months ended June 30, 2026
Cash and equivalents $41,417,134 Cash, cash equivalents and restricted cash as of June 30, 2026
Equity loss from AirJoule, LLC $65,658,820 Equity loss for six months ended June 30, 2026
Combined 2026 cash spend outlook $27–$28 million Expected combined cash spend across AirJoule Technologies and the joint venture in 2026
Shares outstanding 72,400,588 Class A common stock issued and outstanding as of June 30, 2026
Operating cash flow $(3,759,952) Net cash used in operating activities, six months ended June 30, 2026
Earnout Shares liability financial
"Change in fair value of Earnout Shares liability"
Subject Vesting Shares liability financial
"Change in fair value of Subject Vesting Shares liability"
Net Zero Innovation Hub for Data Centers technical
"completed the technology acceleration program of the Net Zero Innovation Hub for Data Centers"
registered direct offering financial
"includes $14.2 million of net proceeds from a registered direct offering completed in June 2026"
A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.
desiccant wheel technical
"Head-to-head testing of the AirJoule Core DH system against an incumbent desiccant wheel standard"
A desiccant wheel is a spinning, honeycomb-like cylinder coated or filled with a moisture-absorbing material that pulls water vapor out of an air stream as it rotates. The wheel continuously moves between a “wet” side that dries incoming air and a “hot” or dry side that releases the captured moisture so the wheel can reuse it, acting like a sponge on a conveyor belt. Investors care because it influences energy use, operating costs, and environmental control for buildings and moisture-sensitive manufacturing.
Green Innovation District regulatory
"admitting the company to the inaugural cohort of the Green Innovation District"
Net income (loss), Q2 2026 $(8,533,565) Compared with net income of $2,513,213 in Q2 2025
Net income (loss), six months 2026 $(58,359,106) Compared with net income of $17,391,871 in the six months ended June 30, 2025
Cash balance $41,417,134 Up from $21,848,455 at December 31, 2025
Equity loss from AirJoule, LLC $65,658,820 Increased from $4,319,945 in the prior-year six-month period
Guidance

Management expects combined 2026 cash spend of approximately $27–$28 million and states it has sufficient liquidity to fund operations, the joint venture and planned commercial deployments into 2028.

FAQ

What were AirJoule Technologies’ (AIRJ) second quarter 2026 earnings?

AirJoule Technologies reported a net loss of $8.5 million for Q2 2026, compared with net income of $2.5 million in Q2 2025. For the first six months of 2026, the company recorded a net loss of $58.4 million versus net income of $17.4 million a year earlier.

How much cash and debt does AirJoule Technologies (AIRJ) have as of June 30, 2026?

As of June 30, 2026, AirJoule Technologies held $41.4 million in cash, cash equivalents and restricted cash. Combined cash across the company and its joint venture was $43.0 million, and the company reported no debt on its balance sheet.

What is driving AirJoule Technologies’ (AIRJ) large 2026 net loss?

The six-month 2026 $58.4 million net loss is primarily associated with non-operating items, notably a $65.7 million equity loss from the investment in AirJoule, LLC and fair-value changes in share-linked liabilities, alongside operating expenses for commercialization and development.

What are AirJoule Technologies’ (AIRJ) projected 2026 cash outflows and liquidity outlook?

Management now expects $27–$28 million of combined 2026 cash spend across AirJoule Technologies and its joint venture, up from about $25 million previously. The company states it has sufficient liquidity to fund operations and planned deployments into 2028.

What key partnerships and deployments did AirJoule Technologies (AIRJ) highlight for Q2 2026?

AirJoule Technologies highlighted an exclusive sales agreement with Kubota for multi-unit residential projects in Texas and California, deployment of an AirJoule Core system at GE Vernova’s Advanced Research Center, participation in the Net Zero Innovation Hub for Data Centers, and a UAE deployment program anchored at Expo City Dubai.

How did AirJoule Technologies’ (AIRJ) share count and equity position change in 2026?

Class A common shares outstanding were 72,400,588 as of June 30, 2026, up from 61,207,295 at December 31, 2025. Total stockholders’ equity was $248.6 million at June 30, 2026, compared with $267.9 million at year-end 2025.

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

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false00018554740001855474airj:ClassCommonStockParValue0.0001PerShareMember2026-08-132026-08-130001855474airj:WarrantsToPurchaseClassCommonStockMember2026-08-132026-08-1300018554742026-08-132026-08-13

 

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): August 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 or organization)

 

(Commission File Number)

 

 

 

(IRS Employer
Identification No.)

 

34361 Innovation Drive

Ronan, Montana

 

59864

(Address of principal executive offices)

(Zip Code)

 

(800) 942-3083

 

(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:

 

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 (§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 August 13, 2026, AirJoule Technologies Corporation issued a press release announcing its financial and operational results for the second quarter of 2026. A copy of the press release is furnished as Exhibit 99.1 hereto.

 

The information furnished pursuant to this Item 2.02 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 9.01 Financial Statements and Exhibits

 

99.1

 

Press release of AirJoule Technologies Corporation, dated August 13, 2026.

104

 

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

 

 


 

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: August 13, 2026

By:

/s/ Stephen S. Pang

 

Name:

Stephen S. Pang

 

Title:

Chief Financial Officer

 

 

 


Exhibit 99.1

AirJoule Technologies Announces Second Quarter 2026 Results and Provides Business Update

AIRJ Signs Exclusive Sales Agreement with Kubota Corporation, Commissions First Full-Scale AirJoule Prime System, and Extends Commercialization into the UAE

Ronan, Mont., August 13, 2026 – AirJoule Technologies Corporation (NASDAQ: AIRJ) (“AirJoule Technologies” or “AIRJ”), a leading platform technology that unleashes the power of water from air, today announced its results for the second quarter of 2026 and provided a business update.

 

“We are continuing to execute on our plan to commercialize the AirJoule technology,” said Matt Jore, Founder and Chief Executive Officer of AirJoule Technologies. “Our Kubota partnership enables us to deploy AirJoule systems for residential development in two states where water is a binding constraint on new housing. Alongside that, we have been operating our first Prime system and optimizing its performance before its deployment to Europe. We completed the technology acceleration program supported by the Net Zero Innovation Hub for Data Centers, we were awarded one of the first Expo City Dubai Green Licences in the UAE, and we now have an AirJoule Core system operating at GE Vernova’s new Advanced Research Center Frontier Campus. The technology is validated, and we are working closely with our partners to bring the AirJoule products to our customers.”

Second Quarter 2026 Highlights

Strategic Partnerships and Agreements

Kubota Corporation Exclusive Sales Agreement: AIRJ entered into an exclusive sales agreement with Kubota Corporation (“Kubota”) under which Kubota will act as the exclusive sales channel for AirJoule systems into multi-unit residential developments in Texas and California. Two AirJoule Core systems will be deployed at sites near Corpus Christi, Texas, and Irvine, California, with deployment commencing in the third quarter of 2026. Kubota, established in 1890, maintains operations in more than 150 countries and has expertise in wastewater treatment, water reclamation, pipe systems, and operations and maintenance.
Net Zero Innovation Hub for Data Centers: AIRJ completed the technology acceleration program of the Net Zero Innovation Hub for Data Centers (the “Hub”) in June 2026, having been selected from a field of more than seventy applicants in the fall of 2025. Over the course of the program, AIRJ worked with Hub member organizations, among them Google, Microsoft, Data4, Danfoss, Schneider Electric, and Vertiv, to align the AirJoule waste-heat-to-water platform with data center operating requirements. AIRJ expects to ship its first AirJoule Prime system to Europe in the third quarter of 2026, where it will demonstrate the ability to convert low-grade waste heat into pure distilled water.
GE Vernova Advanced Research Center Frontier Campus: GE Vernova opened its Advanced Research Center Frontier Campus in Niskayuna, New York, in July 2026 and highlighted AirJoule as one of the key technologies that its research center supports. An AirJoule Core system is installed at the campus and operates as a demonstration unit for customers and partners visiting the site. The installation reflects GE Vernova’s continued support for the 50/50 joint venture with AIRJ.
Expo City Dubai Green Licence: In July 2026, AirJoule Technologies received one of the first Expo City Dubai Green Licences, admitting the company to the inaugural cohort of the Green Innovation District. The Green Innovation District is the UAE’s first district dedicated to sustainable innovation, and the Green Licence is awarded only to companies able to demonstrate sustainability credentials.
AirJoule Core Deployment Program in the UAE: In early August 2026, AIRJ shipped an AirJoule Core system to the UAE to support a program of customer demonstrations and performance validation across the country. The initial installation will be at Expo City Dubai, which exhibits technologies addressing water security and related challenges to a public and industry audience. Subsequent placements will support on-site customer demonstrations and exhibitions across various emirates of the UAE.

Product Development and Manufacturing

First Full-Scale AirJoule Prime System Commissioned and Operating: AIRJ commissioned its first full-scale AirJoule Prime system at its Newark, Delaware facility in May 2026, and the system has operated outdoors since commissioning. System performance is progressing toward the published specification of up to 2,000 liters per day at less than 200 watt-hours per liter when paired with low-grade waste heat.
AirJoule Prime Unveiling: On June 26, 2026, AIRJ unveiled the first Prime system, hosting Delaware Governor Matt Meyer and United States Senator Chris Coons, along with local elected officials and representatives from regional economic development organizations.

1


Additional Prime Systems Under Construction: AIRJ is building additional Prime systems at Newark over the coming months. The additional systems allow AIRJ to continue optimizing at Newark and to provide showcase assets for customer demonstrations and performance validation while the first system is deployed in Europe.
Core DH Energy Performance: Head-to-head testing of the AirJoule Core DH system against an incumbent desiccant wheel standard continued to demonstrate significant energy savings across AIRJ’s target humidity range. Core DH targets the 1.2 million unit installed base of conventional desiccant wheel systems in dry storage and cold storage facilities that operate between 30% and 50% relative humidity. AIRJ is deploying Core DH systems to strategic customers beginning in the third quarter of 2026.
Productization and Manufacturing Readiness: AIRJ ran commercial deployment and product development in parallel during the quarter, continuing to deploy systems with a limited number of strategic customers while a second engineering track completes design for manufacturing, cost reduction, reliability testing, and product certification for production at scale. AIRJ is also reducing and simplifying the bill of materials on both platforms and working through a defined sequence to prepare for contract manufacturing.

Balance Sheet and Liquidity

Cash Position: AIRJ ended the second quarter of 2026 with $41.4 million of cash on the balance sheet, which includes $14.2 million of net proceeds from a registered direct offering completed in June 2026. Combined cash across AirJoule Technologies and the joint venture was $43.0 million with no debt.
Capital Contributions to the Joint Venture: AirJoule Technologies funded $2.5 million in capital contributions to the joint venture during the second quarter to support ongoing productization, manufacturing, and commercial deployment activities. Total joint venture operating expenses for the quarter were approximately $5.0 million.
2026 Spend Framework Updated: AIRJ now expects approximately $27 million to $28 million of combined cash spend across AirJoule Technologies and the AirJoule joint venture during 2026, compared with the approximately $25 million communicated previously. The increase reflects greater commercialization activity at the joint venture as AIRJ pursues multiple projects and deployments across different applications. AIRJ has sufficient liquidity to fund operations, the joint venture, and planned commercial deployments into 2028.

2026 Outlook

Key priorities for the remainder of 2026 include:

Product Launches: Continue optimizing the first AirJoule Prime system; bring additional Prime systems online at Newark; and deploy AirJoule Core DH systems.
Customer Deployments: Begin the two Kubota Core deployments near Corpus Christi, Texas and Irvine, California; deploy the first Prime system in Europe through the Net Zero Innovation Hub for Data Centers; execute the AirJoule Core demonstration program in the UAE beginning at Expo City Dubai; and build the deployed reference base and contracted customer relationships that support scaled commercial activity in 2027.
Manufacturing and Scale: Complete design for manufacturing and bill-of-materials reduction work on both platforms and continue contract manufacturing preparations.

Quarterly Report on Form 10-Q

AirJoule Technologies’ condensed consolidated financial statements and related footnotes are available in its Quarterly Report on Form 10-Q for the three and six months ended June 30, 2026, which is expected to be filed with the Securities and Exchange Commission (“SEC”) on August 14, 2026.

Earnings Call Webcast

AirJoule Technologies will host a conference call to discuss second quarter 2026 results at 8:30 AM ET on Friday, August 14, 2026. 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. An archived webcast will be available following the call.

About AirJoule Technologies Corporation

AirJoule Technologies Corporation (NASDAQ: AIRJ) is a leading platform technology that unleashes the power of water from air. Through its joint venture with GE Vernova and in partnership with Carrier Global Corporation, the Company is freeing the world of its water and energy constraints by delivering groundbreaking sorption technologies. For more information, visit https://airjouletech.com.

Follow AirJoule Technologies on LinkedIn: https://www.linkedin.com/company/airjoule-tech/

2


 

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 “may,” “should,” “will,” “expect,” “might,” “plan,” “anticipate,” “could,” “intend,” “target,” “goal,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” “positioned,” “seek,” “would” or “continue,” and 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 ability to implement business plans and forecasts, including the ability to develop, deploy and commercialize our technology and equipment, risks related to our arrangements with strategic partnerships and other third parties; the availability and cost of materials needed to develop, deploy and commercialize our technology and equipment, our status as an early stage company with limited operating history, and the other risks and uncertainties described in our SEC filings including the “Risk Factors” section of our most recent Annual Report on Form 10-K and any 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.

Trademark Protection

AirJoule Technologies’ name, logos and website name and address are trademarks or service marks. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this press release are listed without the applicable ®, TM and SM symbols, but AirJoule Technologies will assert, to the fullest extent under applicable law, its rights to these trademarks, trade names and service marks.

3


AIRJOULE TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS

 

June 30,

 

 

December 31,

 

 

2026

 

 

2025

 

 

(unaudited)

 

 

 

 

Assets

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash, cash equivalents and restricted cash

 

$

41,417,134

 

 

$

21,848,455

 

Due from related party

 

 

774,506

 

 

 

1,212,514

 

Prepaid expenses and other current assets

 

 

983,726

 

 

 

750,648

 

Total current assets

 

 

43,175,366

 

 

 

23,811,617

 

Operating lease right-of-use asset

 

 

98,584

 

 

 

115,102

 

Property and equipment, net

 

 

34,166

 

 

 

24,544

 

Investment in AirJoule, LLC

 

 

263,498,454

 

 

 

316,657,273

 

Other assets

 

 

33,696

 

 

 

33,696

 

Total assets

 

$

306,840,266

 

 

$

340,642,232

 

Liabilities and stockholders’ equity

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Accounts payable

 

$

316,624

 

 

$

163,107

 

Other accrued expenses

 

 

1,838,594

 

 

 

2,066,218

 

Operating lease liability, current

 

 

36,046

 

 

 

34,437

 

Total current liabilities

 

 

2,191,264

 

 

 

2,263,762

 

Earnout Shares liability

 

 

7,161,000

 

 

 

6,196,000

 

Subject Vesting Shares liability

 

 

3,469,000

 

 

 

1,180,000

 

Operating lease liability, non-current

 

 

71,067

 

 

 

89,564

 

Deferred tax liability

 

 

45,310,133

 

 

 

62,975,045

 

Total liabilities

 

 

58,202,464

 

 

 

72,704,371

 

Commitments and contingencies (Note 9)

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

 

Preferred stock, $0.0001 par value; 25,000,000 authorized shares and 0 shares issued
   and outstanding as of June 30, 2026 and December 31, 2025

 

$

 

 

$

 

Class A common stock, $0.0001 par value; 600,000,000 authorized shares and
  72,400,588 and 61,207,295 shares issued and outstanding as of June 30, 2026
   and December 31, 2025, respectively

 

 

7,241

 

 

 

6,121

 

Additional paid-in capital

 

 

117,502,404

 

 

 

78,444,477

 

Retained earnings

 

 

131,128,157

 

 

 

189,487,263

 

Total stockholders’ equity

 

 

248,637,802

 

 

 

267,937,861

 

Total liabilities and stockholders’ equity

 

$

306,840,266

 

 

$

340,642,232

 

 

4



AIRJOULE TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Cost and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

$

3,817,932

 

 

$

3,751,211

 

 

$

7,162,278

 

 

$

6,537,695

 

Research and development

 

 

172,807

 

 

 

401,623

 

 

 

388,278

 

 

 

789,542

 

Sales and marketing

 

 

118,047

 

 

 

7,794

 

 

 

163,950

 

 

 

22,003

 

Depreciation and amortization

 

 

4,405

 

 

 

2,289

 

 

 

8,307

 

 

 

3,877

 

Loss from operations

 

 

(4,113,191

)

 

 

(4,162,917

)

 

 

(7,722,813

)

 

 

(7,353,117

)

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

292,929

 

 

 

283,733

 

 

 

577,594

 

 

 

526,758

 

Equity loss from investment in AirJoule, LLC

 

 

(2,510,952

)

 

 

(2,089,667

)

 

 

(65,658,820

)

 

 

(4,319,945

)

Change in fair value of Earnout Shares liability

 

 

(2,393,000

)

 

 

6,276,000

 

 

 

(965,000

)

 

 

19,108,000

 

Change in fair value of True Up Shares liability

 

 

 

 

 

 

 

 

 

 

 

106,106

 

Change in fair value of Subject Vesting Shares liability

 

 

(2,730,000

)

 

 

934,000

 

 

 

(2,289,000

)

 

 

6,408,000

 

Change in fair value of Equity Line Obligation liability

 

 

 

 

 

 

 

 

35,598

 

 

 

 

Other expense, net

 

 

 

 

 

(286,818

)

 

 

(1,577

)

 

 

(285,470

)

Total other income (expense), net

 

 

(7,341,023

)

 

 

5,117,248

 

 

 

(68,301,205

)

 

 

21,543,449

 

Income (loss) before income taxes

 

 

(11,454,214

)

 

 

954,331

 

 

 

(76,024,018

)

 

 

14,190,332

 

Income tax benefit

 

 

2,920,649

 

 

 

1,558,882

 

 

 

17,664,912

 

 

 

3,201,539

 

Net income (loss)

 

$

(8,533,565

)

 

$

2,513,213

 

 

$

(58,359,106

)

 

$

17,391,871

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average Class A common stock outstanding, basic

 

 

69,735,011

 

 

 

59,247,717

 

 

 

68,484,583

 

 

 

57,656,530

 

Basic net income (loss) per share, Class A common stock

 

$

(0.12

)

 

$

0.04

 

 

$

(0.85

)

 

$

0.30

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average Class A common stock outstanding, diluted

 

 

69,735,011

 

 

 

60,179,241

 

 

 

68,484,583

 

 

 

58,727,169

 

Diluted net income (loss), per share, Class A common stock

 

$

(0.12

)

 

$

0.04

 

 

$

(0.85

)

 

$

0.30

 

 

 

5


AIRJOULE TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

 

Six Months Ended June 30,

 

 

2026

 

 

2025

 

Cash flows from operating activities

 

 

 

 

 

 

Net income (loss)

 

$

(58,359,106

)

 

$

17,391,871

 

Adjustment to reconcile net income (loss) to cash (used in) provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

8,307

 

 

 

3,877

 

Deferred tax benefit

 

 

(17,664,912

)

 

 

(3,201,539

)

Amortization of operating lease right-of-use assets

 

 

16,517

 

 

 

15,766

 

Change in fair value of Earnout Shares liability

 

 

965,000

 

 

 

(19,108,000

)

Change in fair value of True Up Shares liability

 

 

 

 

 

(106,106

)

Change in fair value of Subject Vesting Shares liability

 

 

2,289,000

 

 

 

(6,408,000

)

Change in fair value of Equity Line Obligation liability

 

 

(35,598

)

 

 

286,819

 

Loss on disposition of property and equipment

 

 

1,577

 

 

 

 

Equity loss from investment in AirJoule, LLC

 

 

65,658,820

 

 

 

4,319,945

 

Stock-based compensation

 

 

2,850,550

 

 

 

2,419,596

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Due from related party

 

 

934,723

 

 

 

2,496,577

 

Prepaid expenses and other assets

 

 

(233,078

)

 

 

(355,138

)

Operating lease liabilities

 

 

(16,889

)

 

 

(14,230

)

Accounts payable

 

 

108,564

 

 

 

217,385

 

Accrued expenses and other liabilities

 

 

(283,427

)

 

 

(122,308

)

Net cash used in operating activities

 

 

(3,759,952

)

 

 

(2,163,485

)

Cash flows from investing activities

 

 

 

 

 

 

Purchases of property and equipment

 

 

(19,506

)

 

 

(11,376

)

Investment in AirJoule, LLC

 

 

(12,500,000

)

 

 

(10,000,000

)

Net cash used in investing activities

 

 

(12,519,506

)

 

 

(10,011,376

)

Cash flows from financing activities

 

 

 

 

 

 

Proceeds from the exercise of options and purchases pursuant to employee stock purchase plan

 

 

62,365

 

 

 

99,718

 

Proceeds from the PIPE offering, net

 

 

 

 

 

14,556,106

 

Proceeds from the issuance of common stock

 

 

36,453,501

 

 

 

 

Deferred offering costs paid

 

 

(546,674

)

 

 

 

Taxes paid related to net share settlement of equity awards

 

 

(121,055

)

 

 

 

Net cash provided by financing activities

 

 

35,848,137

 

 

 

14,655,824

 

Net increase in cash, cash equivalents and restricted cash

 

 

19,568,679

 

 

 

2,480,963

 

Cash, cash equivalents and restricted cash, beginning of period

 

 

21,848,455

 

 

 

28,021,748

 

Cash, cash equivalents and restricted cash, end of the period

 

$

41,417,134

 

 

$

30,502,711

 

Supplemental non-cash investing and financing activities:

 

 

 

 

 

 

Issuance of True Up Shares

 

$

 

 

$

2,082,894

 

Deferred offering costs included in accrued expenses and other current liabilities

 

$

137,524

 

 

$

312,375

 

Supplemental cash flow information:

 

 

 

 

 

 

Taxes paid

 

$

 

 

$

 

 

Contacts

 

Investor Relations & Media:

Tom Divine – Vice President, Investor Relations and Finance

investors@airjouletech.com

6


Filing Exhibits & Attachments

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