[8-K] AirJoule Technologies Corporation Reports Material Event

Rhea-AI Filing Summary

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.

Positive

• Press release furnished as Exhibit 99.1 announcing second-quarter 2025 financial and operational results
• Clear disclosure that the information is furnished and not "filed," which limits certain legal liabilities
• Nasdaq listing disclosed for Class A common stock (AIRJ) and warrants (AIRJW), confirming market access and transparency
• Signed by the CFO, Stephen S. Pang, indicating proper executive attestation

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine disclosure; press release furnished as Exhibit 99.1 announcing Q2 2025 results, without financial details in the 8-K itself.

This 8-K serves primarily to furnish a press release rather than to provide financial statements or quantitative results within the filing. For investors, the material action is the distribution of the press release; the filing clarifies limited legal risk by stating the disclosure is "furnished, not filed." The absence of embedded financial tables or summarized metrics in the filing means market analysis must rely on the press release text itself for substantive numbers.

Corporate Governance Expert

TL;DR: Standard corporate disclosure practice; signing by the CFO and the "furnished, not filed" language are customary and limit incorporation risk.

The form follows typical governance protocol for distributing operational and earnings announcements: identify the exhibit, provide the Nasdaq listing, and include the executive signature. The checked emerging growth company status is notable for ongoing disclosure and compliance considerations, but the filing contains no atypical governance actions or material governance risks.

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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): August 13, 2025

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, 2025, AirJoule Technologies Corporation (the “Company”) issued a press release announcing its financial and operational results for the second quarter of 2025. 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, 2025.
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, 2025	By:	/s/ Stephen S. Pang
	Name:	Stephen S. Pang
	Title:	Chief Financial Officer

FAQ

What did AIRJ disclose in this Form 8-K?

The company furnished a press releasesecond-quarter 2025 financial and operational results and attached it as Exhibit 99.1.

Is the information in the press release considered "filed" with the SEC?

No. The filing states the information is furnished, not filed, and therefore is not subject to Section 18 liabilities nor automatically incorporated by reference.

Which securities of AirJoule are listed and where?

The filing shows Class A common stock (AIRJ) and warrants (AIRJW) are registered on the Nasdaq Capital Market.

What exhibit contains the press release?

The press release is included as Exhibit 99.1 to the Form 8-K.

Who signed the Form 8-K on behalf of AirJoule?

The report was signed by Stephen S. Pang, Chief Financial Officer of AirJoule Technologies Corporation.