Liquidity and Capital Resources	6 Months Ended
Jun. 30, 2026
Liquidity and Capital Resources [Abstract]
LIQUIDITY AND CAPITAL RESOURCES	Note 2 — LIQUIDITY AND CAPITAL RESOURCES The June 2026 Public Offering of Class A Common Stock On June 1, 2026, the Company entered into a securities purchase agreement with certain institutional investors, pursuant to which the Company agreed to issue and sell to the investors an aggregate of 3,658,536 shares of Class A common stock at a purchase price of $4.10 per share in a registered direct offering (the “June 2026 Offering”), pursuant to a prospectus supplement filed under Rule 424(b)(5) under the Securities Act of 1933, as amended, in connection with the Company’s effective shelf registration statement on Form S-3. The transaction closed on June 1, 2026. Titan Partners Group, a division of American Capital Partners, LLC, acted as sole placement agent for the June 2026 Offering. Gross proceeds from the June 2026 Offering were $15.0 million. The Company paid a placement agent fee, together with certain legal and other expenses. After giving effect to these amounts, net proceeds to the Company were approximately $14.2 million. The Company intends to use the net proceeds from the June 2026 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. The January 2026 Public Offering of Class A Common Stock On January 15, 2026, the Company completed a public offering of its Class A common stock, par value $0.0001 per share (the “January Offering”), pursuant to a prospectus supplement filed under Rule 424(b)(5) under the Securities Act of 1933, as amended. In the January 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 overallotment option, at a public offering price of $3.25 per share. Total gross proceeds from the January 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 January Offering. After giving effect to these amounts and other legal and offering expenses paid by the Company, net proceeds to the Company were $21.6 million. The April 2025 PIPE On April 23, 2025, the Company entered into subscription agreements (the “April 2025 PIPE Subscription Agreements”) with certain investors (the “April 2025 PIPE Investors”), pursuant to which, among other things, the April 2025 PIPE Investors agreed to subscribe for and purchase from AirJoule, and AirJoule agreed to issue and sell to the April 2025 PIPE Investors, an aggregate of 3,775,126 newly issued shares of Class A common stock at a purchase price of $3.98 per share on the terms and subject to the conditions set forth therein. The April 2025 PIPE Subscription Agreements entitled the April 2025 PIPE Investors to shelf registration rights with respect to the shares of Class A common stock they purchased. The transaction closed on April 25, 2025, and the shares of Class A common stock were issued and sold to the April 2025 PIPE Investors in reliance on Section 4(a)(2) of the Securities Act. Committed Equity Facility On March 25, 2025, the Company entered into a common stock purchase agreement (the “Equity Line Purchase Agreement”) with B. Riley Principal Capital II, LLC (the “Equity Line Investor”). Under the terms and subject to the conditions of the Equity Line Purchase Agreement, the Company has the right, but not the obligation, to sell to the Equity Line Investor, over a 36-month period, up to an aggregate of $30,000,000 of newly issued shares of common stock of the Company subject to certain conditions and limitations contained in the Equity Line Purchase Agreement, including that the Company may issue no more than the number of shares equal to 19.99% of the aggregate number of issued and outstanding shares of common stock of the Company as of immediately prior to the execution of the Equity Line Purchase Agreement without first obtaining stockholder approval. Included in the conditions is a price payable (the “Equity Line Obligation liability”) by the Company to the Equity Line Investor if the Company sells shares to the Equity Line Investor. The Equity Line Obligation liability does not have a material impact on existing sources of liquidity. See further discussion in Note 3 - Summary of Significant Accounting Policies. There were no sales under the Equity Line Purchase Agreement during the six months ended June 30, 2026. Liquidity The Company’s primary sources of liquidity have been cash contributions from founders or equity capital raised from other investors. As of June 30, 2026, the Company had $41.0 million of working capital, including $41.4 million in cash, cash equivalents and restricted cash. The Company had restricted cash of $31,034, which represents cash deposited by the Company into a separate account and designated as collateral for a standby letter of credit in the same amount in accordance with a contractual agreement. The Company assesses its liquidity in terms of its ability to generate adequate amounts of cash to meet current and future needs. Its expected primary uses of cash on a short and long-term basis are for working capital requirements, capital expenditures, capital contributions to its joint ventures and other general corporate services. The Company’s primary working capital requirements are for project execution activities including purchases of materials, services and payroll which fluctuate during the year, driven primarily by the timing and extent of activities required for new and existing projects. The Company’s management expects that future operating losses and negative operating cash flows may increase from historical levels because of additional costs and expenses related to the development of the Company’s technology and the development of market and strategic relationships with other businesses and customers. Future capital requirements will depend on many factors, including the timing and extent of spending by the Company and its joint ventures to support the launch of their product and research and development efforts, the degree to which the Company is successful in launching business initiatives and the cost associated with these initiatives, the timing and extent of contributions made to the Company’s joint ventures by the other partners and the growth of the Company’s business generally. Pursuant to the A&R Joint Venture Agreement, the Company agreed to contribute up to an additional $90.0 million in capital contributions to the AirJoule JV following the JV closing based on a business plan and annual operating budgets to be agreed between the Company and GE Vernova. For the six months ended June 30, 2026 and year ended December 31, 2025, the Company made capital contributions totaling $12.5 million and $17.8 million to the AirJoule JV to support productization and commercialization activities, respectively. Of the $17.8 million contributed in 2025, $5.0 million was funded through GE Vernova’s participation in the Company’s April 2025 PIPE financing transaction and therefore is treated as attributable to GE Vernova for purposes of calculating the Company’s remaining capital contribution commitment under the A&R Joint Venture Agreement. The Company’s remaining commitment for capital contributions to the AirJoule JV is $64.8 million as of June 30, 2026. See Note 4 - Equity Method Investment for further information. Out-of-Period Adjustment During the preparation of the Company’s condensed consolidated financial statements for the three months ended March 31, 2026, management identified an error related to the April 2025 $5.0 million contribution to AirJoule JV that was attributable to GE Vernova. The Company previously accounted for the contribution as an increase to its equity method investment balance. Upon further evaluation, the Company determined that because the Company did not receive an increase in its ownership interest or additional rights to the underlying net assets of the AirJoule JV, the $5.0 million should have been recognized as an expense in the period incurred. The Company evaluated the materiality of the error from both a quantitative and qualitative perspective in accordance with SEC Staff Accounting Bulletin No. 99, Materiality, and SEC Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, and concluded that the error was not material to any period. As a result, the Company recorded an out-of-period adjustment that reduced the Company’s investment in AirJoule, LLC by $5.0 million as of March 31, 2026 and resulted in an increase in equity loss from investment in AirJoule, LLC of $5.0 million for the three months ended March 31, 2026. 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 the Company and GE Vernova. During the six months ended June 30, 2026, the Company contributed an additional $12.5 million in capital contributions to the AirJoule JV. The Company expects to support the Company’s current business plan, including the capital contributions to fund the AirJoule JV operating requirements for at least twelve months from the date the financial statements are issued using existing cash resources and proceeds previously raised. If additional capital is required to support future opportunities or costs beyond the current business plan, the Company may seek to obtain additional financing.

Liquidity and Capital Resources

6 Months Ended

Jun. 30, 2026

Liquidity and Capital Resources [Abstract]

Note 2 — LIQUIDITY AND CAPITAL RESOURCES

The June 2026 Public Offering of Class A Common Stock

On June 1, 2026, the Company entered into a securities purchase agreement with certain institutional investors, pursuant to which the Company agreed to issue and sell to the investors an aggregate of 3,658,536 shares of Class A common stock at a purchase price of $4.10 per share in a registered direct offering (the “June 2026 Offering”), pursuant to a prospectus supplement filed under Rule 424(b)(5) under the Securities Act of 1933, as amended, in connection with the Company’s effective shelf registration statement on Form S-3. The transaction closed on June 1, 2026.

Titan Partners Group, a division of American Capital Partners, LLC, acted as sole placement agent for the June 2026 Offering. Gross proceeds from the June 2026 Offering were $15.0 million. The Company paid a placement agent fee, together with certain legal and other expenses. After giving effect to these amounts, net proceeds to the Company were approximately $14.2 million.

The Company intends to use the net proceeds from the June 2026 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.

The January 2026 Public Offering of Class A Common Stock

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

In the January 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 overallotment option, at a public offering price of $3.25 per share. Total gross proceeds from the January 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 January Offering. After giving effect to these amounts and other legal and offering expenses paid by the Company, net proceeds to the Company were $21.6 million.

The April 2025 PIPE

On April 23, 2025, the Company entered into subscription agreements (the “April 2025 PIPE Subscription Agreements”) with certain investors (the “April 2025 PIPE Investors”), pursuant to which, among other things, the April 2025 PIPE Investors agreed to subscribe for and purchase from AirJoule, and AirJoule agreed to issue and sell to the April 2025 PIPE Investors, an aggregate of 3,775,126 newly issued shares of Class A common stock at a purchase price of $3.98 per share on the terms and subject to the conditions set forth therein. The April 2025 PIPE Subscription Agreements entitled the April 2025 PIPE Investors to shelf registration rights with

respect to the shares of Class A common stock they purchased. The transaction closed on April 25, 2025, and the shares of Class A common stock were issued and sold to the April 2025 PIPE Investors in reliance on Section 4(a)(2) of the Securities Act.

Committed Equity Facility

On March 25, 2025, the Company entered into a common stock purchase agreement (the “Equity Line Purchase Agreement”) with B. Riley Principal Capital II, LLC (the “Equity Line Investor”). Under the terms and subject to the conditions of the Equity Line Purchase Agreement, the Company has the right, but not the obligation, to sell to the Equity Line Investor, over a 36-month period, up to an aggregate of $30,000,000 of newly issued shares of common stock of the Company subject to certain conditions and limitations contained in the Equity Line Purchase Agreement, including that the Company may issue no more than the number of shares equal to 19.99% of the aggregate number of issued and outstanding shares of common stock of the Company as of immediately prior to the execution of the Equity Line Purchase Agreement without first obtaining stockholder approval. Included in the conditions is a price payable (the “Equity Line Obligation liability”) by the Company to the Equity Line Investor if the Company sells shares to the Equity Line Investor. The Equity Line Obligation liability does not have a material impact on existing sources of liquidity. See further discussion in Note 3 - Summary of Significant Accounting Policies. There were no sales under the Equity Line Purchase Agreement during the six months ended June 30, 2026.

Liquidity

The Company’s primary sources of liquidity have been cash contributions from founders or equity capital raised from other investors. As of June 30, 2026, the Company had $41.0 million of working capital, including $41.4 million in cash, cash equivalents and restricted cash. The Company had restricted cash of $31,034, which represents cash deposited by the Company into a separate account and designated as collateral for a standby letter of credit in the same amount in accordance with a contractual agreement.

The Company assesses its liquidity in terms of its ability to generate adequate amounts of cash to meet current and future needs. Its expected primary uses of cash on a short and long-term basis are for working capital requirements, capital expenditures, capital contributions to its joint ventures and other general corporate services. The Company’s primary working capital requirements are for project execution activities including purchases of materials, services and payroll which fluctuate during the year, driven primarily by the timing and extent of activities required for new and existing projects. The Company’s management expects that future operating losses and negative operating cash flows may increase from historical levels because of additional costs and expenses related to the development of the Company’s technology and the development of market and strategic relationships with other businesses and customers.

Future capital requirements will depend on many factors, including the timing and extent of spending by the Company and its joint ventures to support the launch of their product and research and development efforts, the degree to which the Company is successful in launching business initiatives and the cost associated with these initiatives, the timing and extent of contributions made to the Company’s joint ventures by the other partners and the growth of the Company’s business generally. Pursuant to the A&R Joint Venture Agreement, the Company agreed to contribute up to an additional $90.0 million in capital contributions to the AirJoule JV following the JV closing based on a business plan and annual operating budgets to be agreed between the Company and GE Vernova.

For the six months ended June 30, 2026 and year ended December 31, 2025, the Company made capital contributions totaling $12.5 million and $17.8 million to the AirJoule JV to support productization and commercialization activities, respectively. Of the $17.8 million contributed in 2025, $5.0 million was funded through GE Vernova’s participation in the Company’s April 2025 PIPE financing transaction and therefore is treated as attributable to GE Vernova for purposes of calculating the Company’s remaining capital contribution commitment under the A&R Joint Venture Agreement. The Company’s remaining commitment for capital contributions to the AirJoule JV is $64.8 million as of June 30, 2026. See Note 4 - Equity Method Investment for further information.

Out-of-Period Adjustment

During the preparation of the Company’s condensed consolidated financial statements for the three months ended March 31, 2026, management identified an error related to the April 2025 $5.0 million contribution to AirJoule JV that was attributable to GE Vernova. The Company previously accounted for the contribution as an increase to its equity method investment balance. Upon further evaluation, the Company determined that because the Company did not receive an increase in its ownership interest or additional rights to the underlying net assets of the AirJoule JV, the $5.0 million should have been recognized as an expense in the period incurred. The Company evaluated the materiality of the error from both a quantitative and qualitative perspective in accordance with SEC Staff Accounting Bulletin No. 99, Materiality, and SEC Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, and concluded that the error was not material to any period. As a result, the Company recorded an out-of-period adjustment that reduced the Company’s investment in AirJoule, LLC by $5.0 million as of March 31, 2026 and resulted in an increase in equity loss from investment in AirJoule, LLC of $5.0 million for the three months ended March 31, 2026.

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 the Company and GE Vernova. During the six months ended June 30, 2026, the Company contributed an additional $12.5 million in capital contributions to the AirJoule JV.

The Company expects to support the Company’s current business plan, including the capital contributions to fund the AirJoule JV operating requirements for at least twelve months from the date the financial statements are issued using existing cash resources and proceeds previously raised. If additional capital is required to support future opportunities or costs beyond the current business plan, the Company may seek to obtain additional financing.