Form 8-K

8-K — AirJoule Technologies Corp.

Accession: 0001193125-26-223954

Filed: 2026-05-14

Period: 2026-05-14

CIK: 0001855474

SIC: 3585 (AIR COND & WARM AIR HEATING EQUIP & COMM & INDL REFRIG EQUIP)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — airj-20260514.htm (Primary)

EX-99.1 (airj-ex99_1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: airj-20260514.htm · Sequence: 1

8-K

0001855474false00018554742026-05-142026-05-140001855474airj:WarrantsToPurchaseClassCommonStockMember2026-05-142026-05-140001855474airj:ClassCommonStockParValue0.0001PerShareMember2026-05-142026-05-14

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): May 14, 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 May 14, 2026, AirJoule Technologies Corporation issued a press release announcing its financial and operational results for the first 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 May 14, 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: May 14, 2026

By:

/s/ Stephen S. Pang

Name:

Stephen S. Pang

Title:

Chief Financial Officer

EX-99.1

Filename: airj-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

AirJoule Technologies Announces First Quarter 2026 Results and Provides Business Update

AIRJ Completes First Full-Scale AirJoule Prime Build, Advances AirJoule Core Platform, and Strengthens Commercial Engagement

Ronan, Mont., May 14, 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 first quarter of 2026 and provided a business update on its progress toward commercialization.

“In the first quarter of 2026, we delivered disciplined progress against the objectives we set out for the year,” said Matt Jore, Chief Executive Officer of AirJoule Technologies. “Through our 50/50 joint venture with GE Vernova, we completed the first full-scale build of our flagship AirJoule Prime system (~2,000 liters per day) at our Newark, Delaware facility. We advanced the AirJoule Core platform (~250 liters per day), with the design now locked. We introduced a Core product roadmap with two variants, targeting both water generation and energy-efficient dehumidification. And we deepened customer engagements across various applications including data centers, residential development, military, and industrial dehumidification. The work we are doing lays the foundation for initial commercialization in 2026 and for scaled commercial activity in 2027 and beyond.”

First Quarter 2026 Highlights

Product Development and Manufacturing

•

AirJoule Prime First Full-Scale Build Complete: AIRJ completed the first full-scale build of its AirJoule Prime system at its Newark, Delaware facility, with the first unit currently operational. The Prime system contains 16 vacuum chambers, with the balance of the bill of materials primarily consisting of off-the-shelf components. AIRJ engineered the Prime system for scale from the outset, with the overall design now complete. AIRJ will optimize the system at Newark over the next several months, after which the unit is planned for deployment in Europe in conjunction with the Net Zero Innovation Hub for Data Centers. AIRJ has begun the build of an additional AirJoule Prime system at the Newark facility, which will serve as an on-site customer showcase unit supporting demonstrations and proof-of-value engagements.

•

AirJoule Core Platform Advances: AIRJ continued to improve the performance and durability of its AirJoule Core platform during the first quarter through systematic optimization of airflow, thermal management, and contactor coating. The Core design is locked, and updated product specifications are available on AIRJ’s website at airjouletech.com.

•

Two-Variant Core Product Roadmap: AIRJ recently introduced a two-variant Core product roadmap. AirJoule Core AWG, with a target commercial launch in the fourth quarter of 2026, is a water generation system purpose-built for distributed deployment, with the U.S. military as the primary customer focus alongside commercial and residential applications. AirJoule Core DH, with a target commercial launch in 2027, is materially the same hardware optimized through process configuration and controls for energy-efficient dehumidification applications.

•

Core DH Performance: Initial performance of the AirJoule Core DH system demonstrated up to 40% energy savings versus incumbent desiccant-wheel technology in target operating ranges, with further improvements expected as the platform is optimized. AirJoule’s sorbent regenerates at 60-70°C versus 120-150°C for conventional desiccant wheels, enabling heat-pump-driven regeneration in place of electric reheat or natural gas. Initial target markets are dry storage and cold storage facilities operating at 30-50% relative humidity.

•

Certification Progress: AIRJ advanced its UL certification work for the AirJoule systems during the quarter and continued its water-quality compliance program. AirJoule water meets standards for FDA bottled water, and AIRJ continues to validate compliance with California water-quality standards, the most stringent regulatory market in the United States. NSF and additional water-quality certifications are being addressed on a customer-by-customer basis.

•

Independent Recognition: AirJoule was named "Water Tech Innovation of the Year" in the 2026 CleanTech Breakthrough Awards Program. The recognition followed a multi-step evaluation by an independent panel of industry experts on criteria including innovation, performance, market impact, and value, and adds third-party validation to the AirJoule platform as AIRJ moves from pilot deployments to commercial contracts.

Strategic Partnerships and Agreements

•

Net Zero Innovation Hub for Data Centers: AIRJ continued to build momentum within the Hub’s startup acceleration program in Denmark, which exposes participating companies to the technical requirements and integration considerations of the data center industry. Waste heat reuse has emerged as an important regulatory priority in Europe under the EU Energy Efficiency Directive’s data center waste heat provisions, and AIRJ is collaborating with consortium members to address that need. Once successfully

commissioned, AIRJ’s first AirJoule Prime system is planned for deployment in Europe in conjunction with the Net Zero Innovation Hub.

•

U.S. Army Engineer Research and Development Center: AIRJ continued its engagement with the U.S. Army Engineer Research and Development Center (“ERDC”) under the Cooperative Research and Development Agreement (“CRADA”) executed in October 2025. The collaboration is focused on integrating AirJoule’s waste-heat-to-water platform with tactical waste heat recovery systems to deliver resilient water supply solutions for forward-deployed military personnel.

•

TenX Investment Exclusive Distribution Agreement: In January 2026, AIRJ announced an exclusive distribution agreement with TenX Investment, providing AirJoule with market access and local expertise across six Gulf countries: the UAE, Oman, Qatar, Saudi Arabia, Bahrain and Kuwait. AIRJ is pacing deployment activity to coincide with regional conditions and the availability of production-ready hardware later in 2026.

Commercial Pipeline Development

AIRJ is seeing strong customer demand across a range of markets, with active engagements that point to commercial activity beginning in 2027.

•

Residential Development in the U.S. Southwest: AIRJ is deepening a co-development framework with a global partner targeting water-scarce residential markets in the U.S. Southwest. The AirJoule Core and Prime platforms address water-permitting constraints that have stalled residential development projects across the region.

•

Red Dot Ranch — Pescadero, California: AIRJ completed the initial pilot deployment of an AirJoule Core system at the Red Dot Ranch Foundation site in Pescadero during the first quarter. The deployment supports Red Dot Ranch’s climate-positive prototype housing development and demonstrates AirJoule’s applicability beyond industrial and commercial markets. Pending successful evaluation, AIRJ and Red Dot Ranch expect to expand the partnership over the coming years.

•

Hyperscaler White-Paper Analysis: AIRJ is conducting a detailed analysis in collaboration with a leading hyperscale data center operator, examining AirJoule Prime’s economic and technical performance at discrete data center locations and configurations, including waste-heat integration and chiller-system integration. A version of this analysis is now available as a white paper on AIRJ’s website.

Balance Sheet and Liquidity

•

Strong Cash Position: Following the January 2026 registered equity offering with net proceeds of $22.1 million, AIRJ ended the first quarter of 2026 with $31.1 million of cash. Cash at the 50/50 joint venture with GE Vernova was $3.9 million, for a combined cash position of $35.0 million with no debt.

•

Capital Contributions to the Joint Venture: AirJoule Technologies funded $10 million in capital contributions to the joint venture during the first quarter, in line with the operating budget framework established in March 2026.

•

2026 Spend Framework Reaffirmed: AIRJ continues to expect approximately $25 million of combined cash spend across the AirJoule Technologies and the AirJoule joint venture during 2026, in line with prior guidance. AIRJ has sufficient cash to fund operations, the joint venture, and planned commercial deployments through 2027.

2026 Outlook

Key priorities for the remainder of 2026 include:

•

Product Launches: Commission and operate the first AirJoule Prime system at Newark and prepare for its deployment in Europe via the Net Zero Innovation Hub; deliver first commercial AirJoule Core systems following completion of certifications, with Core AWG targeted for fourth quarter 2026 launch and Core DH targeted for a 2027 launch.

•

Customer Deployments: Advance customer engagements across residential development in the U.S. Southwest, hyperscale data centers through our collaboration with the Net Zero Innovation Hub for Data Centers, the U.S. military through the ERDC CRADA, and the Middle East via TenX Investment, building the deployed reference base and contracted customer relationships that support scaled commercial activity in 2027.

•

Dehumidification: Further improve Core DH performance and build out customer engagements for the Core DH variant during the second half of 2026, with commercial availability targeted in 2027.

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 months ended March 31, 2026, which is expected to be filed with the Securities and Exchange Commission (“SEC”) on May 15, 2026.

Earnings Call Webcast

AirJoule Technologies will host a conference call to discuss first quarter 2026 results at 8:30 AM ET on Friday, May 15, 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.

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” 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®, 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.

AIRJOULE TECHNOLOGIES CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31,

December 31,

2026

2025

(unaudited)

Assets

Current assets

Cash, cash equivalents and restricted cash

31,093,127

21,848,455

Due from related party

694,694

1,212,514

Prepaid expenses and other current assets

1,013,395

750,648

Total current assets

32,801,216

23,811,617

Operating lease right-of-use asset

106,893

115,102

Property and equipment, net

38,570

24,544

Investment in AirJoule, LLC

263,509,405

316,657,273

Other assets

33,696

Total assets

296,489,780

340,642,232

Liabilities and stockholders’ equity

Current liabilities

Accounts payable

83,563

163,107

Other accrued expenses

1,293,281

2,066,218

Operating lease liability, current

35,232

34,437

Total current liabilities

1,412,076

2,263,762

Earnout Shares liability

4,768,000

6,196,000

Subject Vesting Shares liability

739,000

1,180,000

Operating lease liability, non-current

80,503

89,564

Deferred tax liability

48,230,782

62,975,045

Total liabilities

55,230,361

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 March 31, 2026 and December 31, 2025

—

Class A common stock, $0.0001 par value; 600,000,000 authorized shares and

68,472,740 and 61,207,295 shares issued and outstanding as of March 31, 2026

and December 31, 2025, respectively

6,848

6,121

Additional paid-in capital

101,590,849

78,444,477

Retained earnings

139,661,722

189,487,263

Total stockholders’ equity

241,259,419

267,937,861

Total liabilities and stockholders’ equity

296,489,780

340,642,232

AIRJOULE TECHNOLOGIES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

Three Months Ended

March 31,

2026

2025

Cost and expenses:

General and administrative

3,344,346

2,786,484

Research and development

215,471

387,919

Sales and marketing

45,903

14,209

Depreciation and amortization

3,902

1,588

Loss from operations

(3,609,622

)

(3,190,200

)

Other income (expense):

Interest income

284,665

243,024

Equity loss from investment in AirJoule, LLC

(63,147,868

)

(2,230,278

)

Change in fair value of Earnout Shares liability

1,428,000

12,832,000

Change in fair value of True Up Shares liability

—

106,106

Change in fair value of Subject Vesting Shares liability

441,000

5,474,000

Change in fair value of Equity Line Obligation liability

35,598

—

Other income (loss), net

(1,577

)

1,348

Total other income (loss), net

(60,960,182

)

16,426,200

Income (loss) before income taxes

(64,569,804

)

13,236,000

Income tax benefit

14,744,263

1,642,658

Net income (loss)

(49,825,541

)

14,878,658

Weighted average Class A common stock outstanding, basic

67,153,428

56,047,662

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

(0.74

)

0.27

Weighted average Class A common stock outstanding, diluted

67,153,428

57,111,807

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

(0.74

)

0.26

AIRJOULE TECHNOLOGIES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Three Months Ended March 31,

2026

2025

Cash flows from operating activities

Net income (loss)

(49,825,541

)

14,878,658

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

Depreciation and amortization

3,902

1,588

Deferred tax benefit

(14,744,263

)

(1,642,658

)

Amortization of operating lease right-of-use assets

8,209

7,839

Change in fair value of Earnout Shares liability

(1,428,000

)

(12,832,000

)

Change in fair value of True Up Shares liability

—

(106,106

)

Change in fair value of Subject Vesting Shares liability

(441,000

)

(5,474,000

)

Change in fair value of Equity Line Obligation liability

(35,598

)

—

Loss on disposition of property and equipment

1,577

—

Equity loss from investment in AirJoule, LLC

63,147,868

2,230,278

Stock-based compensation

1,320,056

984,393

Changes in operating assets and liabilities:

Due from related party

735,675

2,402,969

Prepaid expenses and other assets

(262,747

)

145,461

Operating lease liabilities

(8,268

)

(6,371

)

Accounts payable

(79,544

)

247,308

Accrued expenses and other liabilities

(736,168

)

(765,113

)

Net cash (used in) provided by operating activities

(2,343,842

)

72,246

Cash flows from investing activities

Deferred offering costs paid

—

(135,239

)

Purchases of property and equipment

(19,506

)

—

Investment in AirJoule, LLC

(10,000,000

)

(5,000,000

)

Net cash used in investing activities

(10,019,506

)

(5,135,239

)

Cash flows from financing activities

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

62,366

41,760

Proceeds from the issuance of common stock

22,151,003

—

Taxes paid related to net share settlement of equity awards

(58,675

)

—

Deferred offering costs paid

(546,674

)

—

Net cash provided by financing activities

21,608,020

41,760

Net increase (decrease) in cash, cash equivalents and restricted cash

9,244,672

(5,021,233

)

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

31,093,127

23,000,515

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

—

343,247

Supplemental cash flow information:

Taxes paid

—

Contacts

Investor Relations & Media:

Tom Divine – Vice President, Investor Relations and Finance

investors@airjouletech.com

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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