AIRJ

Business Context and Reporting Period

AirJoule Technologies Corp. (AIRJ) is an advanced technology company developing sorption technologies to produce pure distilled water from air, targeting industrial users, data centers, and HVAC applications. The company operates as a non-accelerated filer and an emerging growth company. This summary covers the quarterly period ended September 30, 2025.

Key Financial Metrics

Note: The company has no product revenue to date. Net income for the nine-month period was driven by non-cash gains related to fair value changes in liabilities and a deferred tax benefit, offset by operating losses and equity losses from a joint venture.

Material Changes vs. Prior Period

• Net Income Volatility: The company reported a net loss of $4.0 million for the three months ended Sept 30, 2025, compared to a net income of $35.0 million in the same period in 2024. The prior year's income was significantly inflated by a $333.5 million non-cash gain on the contribution of intellectual property to a joint venture and favorable fair value adjustments on earnout liabilities.
• Operating Expenses: General and administrative expenses increased by $0.5 million quarter-over-quarter (to $3.0 million) and $3.0 million year-over-year (to $9.5 million for the nine months), primarily due to increased share-based compensation and headcount.
• Joint Venture Impairment: The company's 50% equity investment in AirJoule, LLC (a joint venture with GE Vernova) recorded a goodwill impairment charge of $154.8 million in Q3 2025. The company's share of this impairment ($77.4 million) reduced the basis difference of the investment rather than flowing directly through the current period's equity loss line item.
• Liability Fair Value: The company recognized a loss of $1.7 million from the change in fair value of Earnout Shares liability in Q3 2025, contrasting with a gain of $31.8 million in Q3 2024. This reflects changes in valuation inputs, including stock price and timing of expected cash flows.

Guidance, Outlook, and Risks

• Commercialization Timeline: Management plans to manufacture initial AirJoule systems capable of producing over 250 liters per day in 2025 for customer demonstrations, with commercial sales scaling expected in 2026.
• Liquidity and Capital Needs: As of September 30, 2025, the company held $26.0 million in cash. However, it has a remaining capital commitment of $82.3 million to the AirJoule JV. Management expects future operating losses to increase and may need to raise additional financing to meet business needs.
• Recent Financing: In April 2025, the company completed a PIPE offering raising approximately $15.0 million (gross). In March 2025, it entered an Equity Line Purchase Agreement allowing for up to $30.0 million in additional equity financing; approximately $0.4 million was drawn as of September 30, 2025.
• Risks: Key risks include the company's status as an early-stage business with no revenue, dependence on external capital, the success of the joint venture with GE Vernova, and the ability to achieve the milestones required for Earnout Shares.

Investor Verification Checklist

• Revenue Generation: Verify the timeline for the first commercial sale of AirJoule units, as the company currently has zero revenue.
• Joint Venture Funding: Confirm the status of the $82.3 million remaining capital commitment to the AirJoule JV and the likelihood of GE Vernova matching contributions.
• Goodwill Impairment: Review the assumptions used in the $154.8 million goodwill impairment at the joint venture level and the potential for future impairments.
• Liability Valuation: Scrutinize the fair value assumptions (Monte Carlo simulations) for Earnout Shares, True Up Shares, and Subject Vesting Shares, as changes in these liabilities significantly impact reported net income.
• Cash Burn Rate: Assess whether the current $26 million cash balance is sufficient to fund operations and JV contributions until commercial revenue begins in 2026.