AirJoule Technologies Corp. SEC Filings

AirJoule Technologies Corporation is conducting a registered direct primary offering of 3,658,536 shares of Class A common stock at $4.10 per share, with delivery expected on or about June 1, 2026. The offering is being placed on a best efforts basis by Titan Partners Group LLC as sole placement agent and is expected to provide approximately $14.2 million of net proceeds to the company, which it intends to use to commercialize its AirJoule Core and AirJoule Prime systems and for general corporate purposes. The as‑issued share count after the offering is stated as 72,294,398 shares of Class A common stock, based on 68,472,740 shares outstanding as of May 28, 2026. The prospectus supplement lists reserved and potentially issuable shares, including 6,298,128 shares reserved under the incentive plan, 2,189,676 shares issuable on outstanding options, milestone issuances, and 21,557,596 shares issuable upon exercise of public and private placement warrants.

AirJoule Technologies reported a sharp swing to a net loss of $49.8 million for the quarter ended March 31, 2026, compared with net income of $14.9 million a year earlier, or $(0.74) per basic share versus $0.27.

The loss was driven mainly by a $63.1 million equity loss from its 50/50 joint venture with GE Vernova after the JV recorded a $110.3 million in-process R&D impairment and $76.1 million goodwill impairment. Core operating expenses remained modest, with general and administrative costs of $3.3 million and research and development of $0.2 million.

Liquidity improved through equity financing: AirJoule raised $22.1 million of net proceeds from a January 2026 public offering of 7.1 million Class A shares at $3.25, ending the quarter with $31.1 million in cash, cash equivalents and restricted cash and working capital of $31.4 million. The company contributed $10.0 million to the AirJoule JV in the quarter and has a remaining JV capital commitment of $67.3 million.

Management expects operating losses and negative operating cash flows to increase as it develops its technology and commercialization efforts but believes existing cash and prior financings can fund the current business plan, including JV funding, for at least twelve months. The company also disclosed a material weakness in internal control over financial reporting related to complex, non‑routine transactions and has begun remediation efforts.

AirJoule Technologies reported a first quarter 2026 net loss of $49.8 million, compared with net income of $14.9 million a year earlier. The loss was driven largely by an $63.1 million equity loss from its 50/50 joint venture, partly offset by a $14.7 million income tax benefit and fair-value gains on contingent share liabilities.

Core cash use remained modest for an early-stage company, with operating cash outflow of $2.3 million. AirJoule raised $22.2 million through a January 2026 equity offering, ending the quarter with $31.1 million in cash at the parent and $3.9 million at the joint venture, and no debt. Management reaffirmed a 2026 combined cash spend framework of about $25 million and stated that available cash is sufficient to fund operations, the joint venture, and planned commercial deployments through 2027.

Operationally, the company completed the first full-scale AirJoule Prime system, advanced its AirJoule Core platform, launched a two-variant Core roadmap targeting water generation in 2026 and dehumidification in 2027, and expanded strategic partnerships with GE Vernova, the Net Zero Innovation Hub for Data Centers, the U.S. Army ERDC, and TenX Investment.

AirJoule Technologies Corp. Chief Legal Officer Chad MacDonald filed an initial ownership report showing equity interests in the company. He directly holds 28,262 shares of Class A Common Stock plus multiple equity awards, including restricted stock units, performance-based RSUs, and stock options.

The filing lists 164,063 restricted stock units and 69,375 additional restricted stock units, along with 52,570 and 13,380 performance restricted stock units that may cliff vest based on multi‑year performance conditions through 2027 and 2028. He also holds stock options for 243,579 underlying shares at an exercise price of $10.23 per share expiring in 2034. Several RSU awards vest in annual installments beginning in 2026 and 2027, each representing a contingent right to receive one share of Class A Common Stock.

AirJoule Technologies Corporation is a pre-revenue, early-stage company developing its AirJoule sorption platform to harvest distilled water from air while providing highly efficient dehumidification and HVAC support. The technology uses proprietary metal-organic frameworks and a pressure swing system, targeting data centers, advanced manufacturing, military and building cooling markets.

The company operates largely through a 50/50 joint venture with GE Vernova, to which it has committed significant capital. It reported net losses of $(9.0) million and $(215.7) million for 2025 and 2024 and has not yet begun commercial sales, emphasizing substantial future funding needs and execution risk.

AirJoule Technologies Corporation reported a 2025 net loss of $9.0 million, compared with net income of $215.7 million in 2024, when results were boosted by a large one-time gain on contributing technology to its AirJoule, LLC joint venture. The company recorded a 2025 loss from operations of $13.6 million, reflecting spending on general and administrative, research and development, and commercial readiness.

AirJoule ended 2025 with $21.8 million in cash and reported a pro forma cash balance of about $44 million after a January 2026 registered equity offering, which it says is sufficient to fund planned operations and deployments through 2027. Management highlighted field deployments in Dubai, Texas, Arizona State University and California, expanded partnerships with GE Vernova, the Net Zero Innovation Hub, the U.S. Army ERDC and TenX Investment, and expects 2026 to mark a transition from development to initial commercial product launches and customer deployments.

AirJoule Technologies Corp. Executive Chairman Patrick C. Eilers reported equity award activity. On February 27, 2026, he exercised 12,556 restricted stock units, receiving the same number of Class A common shares at $0.00 per share, and disposed of 3,648 shares at $3.23 per share to cover tax withholding. The restricted stock units vest in three equal annual installments beginning March 1, 2026, with each unit converting into one Class A share. He also reported indirect holdings of Class A shares through the Patrick C. Eilers Revocable Trust and the Eilers Dynasty Trust.

AirJoule Technologies Corp. Chief Financial Officer Stephen S. Pang reported equity compensation activity involving restricted stock units and Class A common stock. On February 27, 2026, he exercised or converted 17,579 restricted stock units into the same number of Class A common shares at a stated price of $0.00 per share. A related entry shows 5,509 Class A shares disposed of at $3.23 per share to satisfy tax withholding obligations, leaving him with 31,060 Class A shares held directly after these transactions. According to a footnote, the restricted stock units vest in three equal annual installments beginning on March 1, 2026, and each unit represents a contingent right to receive one Class A share.

AirJoule Technologies Corp. director and CEO Matthew B. Jore reported equity compensation activity involving restricted stock units and Class A Common Stock. He exercised or converted 30,135 restricted stock units into 30,135 shares of Class A Common Stock at a price of $0.00 per share, bringing his direct Class A holdings to 7,748,258 shares. On the same date, 9,009 shares of Class A Common Stock were disposed of at $3.23 per share to cover tax obligations through share delivery, leaving him with 7,739,249 directly held shares. The restricted stock units vest in three equal annual installments beginning on March 1, 2026, with each unit representing a contingent right to receive one share of Class A Common Stock.