v3.26.1
Subsequent Events
12 Months Ended
Dec. 31, 2025
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

Note 16 — SUBSEQUENT EVENTS

Capital Contribution

Pursuant to the A&R Joint Venture Agreement, the Company is expected to contribute additional capital to the AirJoule JV based on a business plan and annual operating budgets to be agreed between us and GE Vernova. In January 2026, the Company contributed an additional $5.0 million in capital contributions to the AirJoule JV.

Public Offering of Class A Common Stock

On January 15, 2026, subsequent to the balance sheet date of December 31, 2025, AirJoule Technologies Corporation (the “Company”) completed a public offering of its Class A common stock, par value $0.0001 per share (the “Offering”), pursuant to a prospectus supplement filed under Rule 424(b)(5) under the Securities Act of 1933, as amended.

In the Offering, the Company issued an aggregate of 7.1 million shares of Class A common stock, consisting of 6.2 million shares sold in the initial offering and 0.9 million additional shares issued upon the underwriter’s full exercise of its 45-day overallotment option, at a public offering price of $3.25 per share. Total gross proceeds from the Offering were $23.0 million.

Underwriting discounts and commissions totaled $0.8 million. In addition, in accordance with the underwriting agreement, the Company reimbursed the underwriter $0.02 million for certain legal and other out-of-pocket expenses incurred in connection with the Offering. After giving effect to these amounts, net proceeds to the Company were $22.1 million.

The Company intends to use the net proceeds from the Offering for working capital, growth initiatives and general corporate purposes, including advancing capital-efficient manufacturing readiness and supporting phased, demand-aligned deployment with strategic growth partners.