Business Context and Reporting Period
Company: AirJoule Technologies Corp.
Filing Type: Form 8-K (Current Report)
Date of Report: May 20, 2025
Reporting Period: Immediate event reporting regarding a change in independent registered public accounting firm.
Key Financial Metrics
This filing does not contain revenue, profit, cash flow, margin, debt, or liquidity metrics. The document focuses exclusively on the administrative change of the external auditor.
Material Changes Versus Prior Period
- Accountant Change: The Audit Committee dismissed BDO USA, P.C. effective May 20, 2025, and appointed Deloitte & Touche LLP as the new independent registered public accounting firm for the fiscal year ending December 31, 2025.
- Audit Opinions: BDO's reports for fiscal years 2023 and 2024 contained no adverse opinions, disclaimers, or qualifications.
- Disagreements: No disagreements regarding accounting principles, practices, or audit scope occurred between the Company and BDO during the relevant periods.
Guidance, Outlook, Risks, and Contingencies
- Reportable Event: The Company identified a material weakness in internal control over financial reporting related to complex accounting issues, specifically the application of reverse recapitalization accounting and variable interest entity accounting for AirJoule, LLC.
- Remediation Status: The Company states this material weakness was remediated as of December 31, 2024, through improved disclosure controls and procedures.
- Consultations: No consultations were held with Deloitte regarding accounting principles or audit opinions prior to their engagement.
Important Facts for Investor Verification
- Verify the specific remediation steps taken to address the material weakness in internal controls as detailed in the 2024 Form 10-K.
- Confirm the execution of the engagement letter with Deloitte & Touche LLP following their client acceptance procedures.
- Review the letter from BDO USA, P.C. (Exhibit 16.1) to ensure they agree with the Company's statements regarding the dismissal and lack of disagreements.
- Monitor future filings for any new material weaknesses or changes in internal control assessments under the new auditor.