UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission File Number 001-41151 AIRJOULE TECHNOLOGIES CORPORATION (Exact name of registrant as specified in its charter) | Delaware | ...

Exhibit 99.1 AirJoule Technologies Announces Second Quarter 2025 Results Ronan, MT, August 13, 2025 – AirJoule Technologies Corporation (NASDAQ: AIRJ) ("AirJoule Technologies" or the "Company"), a leading technology platform that unleashes the power of water from air, today announced its second quarter 2025 results. Second Quarter 2025 & Recent Highlights Key Milestones A250 TM Product Expands AirJoule ® Technology Platform: Strategic Collaborations to Advance AirJoule ® Commercialization: Continued Progres ...

Part I [Item 1. Condensed Consolidated Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) The unaudited condensed consolidated financial statements for Q1 2025 show net income driven by non-cash gains, contrasting with a prior year's one-time IP contribution gain [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets slightly decreased to **$365.6 million** as of March 31, 2025, while total liabilities significantly decreased to **$95.4 million**, leading to an increase in stockholders' equity Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash, cash equivalents and restricted cash | $23,001 | $28,022 | | Investment in AirJoule, LLC | $340,948 | $338,179 | | **Total Assets** | **$365,606** | **$369,852** | | **Liabilities** | | | | Earnout Shares liability | $11,692 | $24,524 | | Subject Vesting Shares liability | $2,345 | $7,819 | | **Total Liabilities** | **$95,423** | **$117,742** | | **Total Stockholders' Equity** | **$270,183** | **$252,110** | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Net income for Q1 2025 was **$14.9 million**, driven by non-cash gains from liability fair value changes, contrasting with **$181.6 million** in Q1 2024 due to a one-time IP contribution gain Condensed Consolidated Statements of Operations Highlights (in thousands) | Account | Three Months Ended Mar 31, 2025 | Three Months Ended Mar 31, 2024 | | :--- | :--- | :--- | | Loss from operations | $(3,190) | $(56,391) | | Gain on contribution to AirJoule, LLC | $0 | $333,500 | | Change in fair value of Earnout Shares liability | $12,832 | $(7,672) | | Change in fair value of Subject Vesting Shares liability | $5,474 | $(2,425) | | **Net Income** | **$14,879** | **$181,555** | | **Diluted Net Income Per Share** | **$0.26** | **$4.18** | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash provided by operating activities significantly improved to **$72.2 million** in Q1 2025, while overall cash and equivalents decreased by **$5.0 million**, ending at **$23.0 million** Cash Flow Summary (in thousands) | Activity | Three Months Ended Mar 31, 2025 | Three Months Ended Mar 31, 2024 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $72 | $(6,425) | | Net cash used in investing activities | $(5,135) | $(10,000) | | Net cash provided by financing activities | $42 | $43,467 | | **Net (decrease) increase in cash** | **$(5,021)** | **$27,042** | [Notes to the Unaudited Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20the%20Unaudited%20Condensed%20Financial%20Statements) Notes detail the company's formation, liquidity, joint venture accounting, and share-based liabilities, including key events like the AirJoule JV formation and subsequent PIPE financing - The company is a water technology firm commercializing its proprietary **AirJoule system**, becoming a public company via a **reverse recapitalization** with XPDB on **March 14, 2024**[18](index=18&type=chunk)[19](index=19&type=chunk) - On March 25, 2025, the company secured a **$30 million committed equity facility** with **B. Riley**, providing access to future capital[24](index=24&type=chunk) - The company formed a **50/50 joint venture**, **AirJoule, LLC**, with **GE Vernova** to commercialize its technology, contributing an IP license that resulted in a **non-cash gain of $333.5 million** in Q1 2024[23](index=23&type=chunk)[92](index=92&type=chunk)[99](index=99&type=chunk) - The company has **significant liabilities** related to **Earnout Shares, True Up Shares, and Subject Vesting Shares**, which are measured at **fair value** each period, causing **volatility in reported earnings**[58](index=58&type=chunk)[64](index=64&type=chunk)[65](index=65&type=chunk) - Subsequent to the quarter end, in April 2025, the company raised approximately **$15 million** through a **PIPE financing**, selling **3.78 million shares** at **$3.98 per share**[169](index=169&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=51&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20And%20Results%20of%20Operations) Management discusses the company's pre-revenue status, commercialization plans, Q1 2025 operating loss reduction, reliance on equity financing, and critical accounting estimates for complex financial instruments [Company Overview and Growth Strategy](index=51&type=section&id=Company%20Overview%20and%20Growth%20Strategy) AirJoule, a water technology company, plans to launch demonstration units in 2025 and scale commercial sales in 2026, targeting a **$450 billion market** through strategic partnerships - The company aims to produce **pure distilled water from air**, targeting **industrial users** with waste heat, such as **data centers** and **advanced manufacturing**[174](index=174&type=chunk) - The company plans to manufacture AirJoule units for **customer demonstrations in 2025**, with **commercial sales expected to scale in 2026**[174](index=174&type=chunk) - The growth strategy relies on **global collaborations** with **GE Vernova** and **Carrier** to leverage their R&D, supply chains, and sales channels[174](index=174&type=chunk)[177](index=177&type=chunk) [Results of Operations](index=54&type=section&id=Results%20of%20Operations) Loss from operations significantly decreased in Q1 2025 to **$3.2 million** from **$56.4 million** in Q1 2024, primarily due to the absence of prior year's one-time business combination costs Comparison of Operations (in thousands) | Expense/Income Category | Q1 2025 | Q1 2024 | Change | | :--- | :--- | :--- | :--- | | General and administrative | $2,786 | $813 | $1,973 | | Research and development | $388 | $846 | $(458) | | Transaction costs (Business Combination) | $0 | $54,693 | $(54,693) | | **Loss from operations** | **$(3,190)** | **$(56,391)** | **$53,201** | | Gain on contribution to AirJoule, LLC | $0 | $333,500 | $(333,500) | | Equity loss from investment in AirJoule, LLC | $(2,230) | $(26) | $(2,204) | [Liquidity and Capital Resources](index=57&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity relies on equity capital, with **$23.0 million cash** as of March 31, 2025, supplemented by a **$30 million committed equity facility** and future JV capital commitments - As of March 31, 2025, the company had **$23.0 million** in cash, cash equivalents, and restricted cash[199](index=199&type=chunk) - Entered into a **$30 million** common stock purchase agreement (**Equity Line**) with **B. Riley** in March 2025, which had not been utilized as of quarter-end[197](index=197&type=chunk) - The company is expected to make **additional capital contributions** to the **AirJoule JV**, having contributed **$5.0 million** in February 2025 and an initial **$10.0 million** in March 2024[198](index=198&type=chunk)[201](index=201&type=chunk)[206](index=206&type=chunk) [Critical Accounting Estimates](index=60&type=section&id=Critical%20Accounting%20Estimates) Critical accounting estimates involve significant judgment, particularly for share-based compensation, fair value measurement of complex liabilities, business combinations, and equity method investments - **Share-based compensation** for awards with **market conditions** (e.g., Earnout Shares, certain RSUs) is valued using **Monte-Carlo simulation models**, which require **subjective assumptions** about volatility and stock price paths[215](index=215&type=chunk)[216](index=216&type=chunk)[217](index=217&type=chunk) - **Earnout Shares, Subject Vesting Shares, and True Up Shares liabilities** are classified as **derivatives** and **remeasured to fair value** each period, with changes impacting earnings, and valuations are complex using **Monte Carlo simulations**[219](index=219&type=chunk)[221](index=221&type=chunk)[223](index=223&type=chunk) - Accounting for the **equity method investment** in the **AirJoule JV** involves determining the **fair value of contributed assets**, identifying basis differences, and assessing for impairment, all of which require **significant estimates**[229](index=229&type=chunk)[230](index=230&type=chunk)[231](index=231&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=68&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company indicates that quantitative and qualitative disclosures about market risk are not applicable for this reporting period - The report indicates that quantitative and qualitative disclosures about market risk are **not applicable**[244](index=244&type=chunk) [Controls and Procedures](index=68&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 31, 2025, with no significant changes to internal control over financial reporting during the quarter - Management concluded that disclosure controls and procedures were **effective** as of March 31, 2025[245](index=245&type=chunk) - **No significant changes** to internal control over financial reporting occurred during the quarter ended March 31, 2025[246](index=246&type=chunk) Part II [Legal Proceedings](index=69&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no material legal proceedings expected to adversely affect its business, financial condition, or operations - The company reports **no material legal proceedings** as of the filing date[249](index=249&type=chunk) [Risk Factors](index=69&type=section&id=Item%201a.%20Risk%20Factors) For a detailed discussion of risk factors, the company refers investors to its Annual Report on Form 10-K for the year ended December 31, 2024 - For a detailed discussion of risk factors, the company refers investors to its previously filed **Annual Report on Form 10-K**[250](index=250&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=69&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company entered into an agreement on March 25, 2025, for the unregistered sale of up to **4.25 million shares** of Class A common stock, with no sales occurring by quarter-end - On March 25, 2025, the company entered into an **Equity Line Purchase Agreement** to sell up to **4,250,000 shares** of **Class A common stock** in a transaction **exempt from registration** under Section 4(a)(2) of the Securities Act[252](index=252&type=chunk) [Exhibits](index=70&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the quarterly report, including merger agreements, corporate governance documents, financing agreements, and officer certifications

Financial Performance - AirJoule Technologies reported a net income of $14.88 million for Q1 2025, compared to $181.56 million in Q1 2024, with a basic net income per share of $0.27[13] - Net income for Q1 2025 was $14,878,658, a significant decrease from $181,555,292 in Q1 2024[14] - Net cash provided by operating activities was $72,246, compared to a cash outflow of $6,425,437 in the same period last year[14] - The company had a net decrease in cash, cash equivalents, and restricted cash of $(5,021,233) in Q1 2025[14] Cash and Cash Equivalents - The company ended Q1 2025 with $23 million in cash and cash equivalents, down from $28 million at the end of 2024[12] - Cash and cash equivalents at the end of Q1 2025 totaled $23,000,515, down from $27,417,369 at the end of Q1 2024[14] Expenses - General and administrative expenses increased significantly to $2.79 million in Q1 2025 from $0.81 million in Q1 2024[13] - Research and development expenses decreased to $0.39 million in Q1 2025 from $0.85 million in Q1 2024[13] - The company recognized a share-based compensation expense of $984,393 in Q1 2025[14] Investments and Financing - AirJoule Technologies completed a $15 million private placement financing to accelerate the commercialization of its A1000 systems[7] - Investment in AirJoule, LLC for Q1 2025 was $5,000,000, a decrease from $10,000,000 in Q1 2024[14] - Proceeds from the exercise of options amounted to $41,760, compared to $56,250 in the previous year[14] Assets and Liabilities - Total assets as of March 31, 2025, were reported at $365.61 million, a slight decrease from $369.85 million at the end of 2024[12] - The company reported a change in fair value of Earnout Shares liability of $(12,832,000) in Q1 2025[14] Strategic Initiatives - A strategic collaboration with GE Vernova was initiated to integrate AirJoule technology into GE products, focusing on utilizing low-grade waste heat[7] - An agreement was signed with Arizona State University to deliver an AirJoule A250 system for research purposes, expected in September 2025[7] - The first AirJoule system was deployed in Dubai to demonstrate its capabilities to potential customers[7] Manufacturing and Production - The company expanded its manufacturing facility to 35,000 square feet, enhancing its production capabilities[7] Cash Flow Activities - The total cash used in investing activities was $5,135,239, compared to $10,000,000 in Q1 2024[14] - Supplemental non-cash investing activities included the issuance of True Up Shares valued at $2,082,894[14]

AirJoule Technology and Market Potential - The AirJoule system is expected to produce 1,000 liters of distilled water per day by 2025, with commercial sales scaling in 2026 [22]. - The total addressable market for AirJoule's solutions is estimated to be approximately $450 billion, targeting water, dehumidified air, and cooling demands [40]. - AirJoule technology can reduce energy consumption in HVAC systems by up to 50%, significantly lowering operating costs [37]. - The proprietary MOF used in AirJoule can adsorb more than 50% of its weight in water vapor, enhancing water harvesting efficiency [25]. - The integration of low-grade waste heat in AirJoule systems can reduce energy requirements to below 130 Wh/L for water production [28]. - The global HVAC system market is projected to grow from approximately $214 billion in 2022 to $358 billion by 2032, at a CAGR of 5.27% [37]. - The data center market is projected to grow at a compound annual growth rate of 11.7% from 2024 to 2034, driving demand for innovative cooling solutions [62]. - The company holds foundational patents in atmospheric water harvesting, positioning it to capture growth in this rapidly developing sector [59]. Partnerships and Collaborations - Strategic partnerships with GE Vernova and Carrier are aimed at accelerating commercialization and scaling manufacturing capabilities [42]. - The company has secured an exclusive worldwide license from PNNL for self-regenerating dehumidifier technology, enhancing its competitive edge [47]. - BASF is positioned to scale production of the proprietary MOF materials for mass production, supporting AirJoule's manufacturing needs [48]. - The company has entered into a Joint Development Agreement with BASF for the exclusive supply of MOF materials for a term of three years, ending on September 27, 2025 [49]. - A joint venture with CATL, CAMT Climate Solutions Ltd., was formed, with both parties owning 50% and contributing $6.0 million each, although no funding has occurred as of December 31, 2024 [51]. - The partnership with Carrier grants exclusive rights to commercialize AirJoule technology in HVAC applications in the Americas for three years post-commercialization [72]. - The company is currently in a joint venture with CATL and a development agreement with BASF, indicating a focus on partnerships for technology development [134]. Financial Performance and Projections - As of December 31, 2024, the company incurred a net loss of $215.7 million, compared to a loss of $11.4 million for the year ended December 31, 2023 [91]. - The company reported a net income of $215.7 million for the year ended December 31, 2024, compared to a net loss of $11.4 million in 2023, reflecting a positive change of $227.1 million [215]. - General and administrative expenses increased to $9.0 million in 2024 from $7.5 million in 2023, an increase of $1.5 million [216]. - Research and development expenses decreased to $2.0 million in 2024 from $3.3 million in 2023, a decrease of $1.3 million [217]. - The company recognized a gain of $333.5 million on the contribution to AirJoule, LLC, reflecting the fair value of the intellectual property transferred [222]. - The company incurred transaction costs of approximately $54.7 million related to the business combination [215]. - The company reported a loss of $5.3 million from its 50% equity investment in the AirJoule joint venture for the year ended December 31, 2024 [224]. Risks and Challenges - The company faces significant risks related to project execution, including potential cost overruns and delays, which could adversely affect profitability [97]. - The company may require additional financing to support its operations and expansion plans, as it has limited capital resources [98][99]. - The company operates in a highly fragmented market for atmospheric water harvesting, where existing technologies are energy-intensive and less cost-efficient [79][80]. - The company is subject to risks associated with rapid technological changes and may face competitive disadvantages if unable to adapt effectively [102]. - Significant capital is required for the development and commercialization of AirJoule units, which may impact profitability if costs exceed estimates [103]. - Actual operating costs for manufacturing and distributing AirJoule units may be significantly higher than anticipated, affecting financing ability and profitability [104]. - The company faces increasing competition from established firms with greater resources, which could negatively impact market share and pricing [105]. - The reliance on joint ventures, such as with GE Vernova, may pose risks if partners do not fulfill funding obligations or make adverse business changes [117][118]. - The company may incur impairment charges related to its equity method investment in the AirJoule joint venture, potentially affecting financial condition [119][120]. - Supply chain risks exist due to reliance on sole-source suppliers for key components, which could disrupt production and increase costs [123][124]. - The company anticipates increased scrutiny and regulation regarding ESG matters, which could lead to reputational harm and increased compliance costs [115][116]. - The ability to attract and retain key personnel is critical for growth, and challenges in the labor market could adversely affect operations [108]. - The accuracy of total addressable market estimates is crucial, as inaccuracies could limit future growth potential [110]. - The company may face supply chain competition, potentially leading to insufficient inventory and negatively impacting operational results [125]. - Manufacturing issues not identified prior to design finalization could impact deployment costs and schedules, affecting the commercialization of AirJoule units [126]. - The company expects to depend on a limited number of customers for a substantial portion of future revenue, which poses a risk if significant customers are lost [129]. - Regulatory risks include the need for numerous permits and compliance with environmental, health, and safety laws, which could increase operating costs [138]. - The company anticipates that a strengthening U.S. dollar could increase the real cost of AirJoule units for international customers, adversely affecting operating results [144]. - Noncompliance with anti-corruption and anti-bribery laws could lead to significant fines and reputational harm, impacting business operations [145]. - The company is subject to risks associated with operating in foreign countries, including economic instability and changes in local regulations [133]. - The company may experience delays in production and delivery due to regulatory challenges and the need for necessary approvals [142]. - Trade wars and tariffs could materially affect the company's ability to obtain key components and increase operational costs [140]. - CFIUS has the authority to review foreign investments in U.S. businesses for national security concerns, which could impact business operations [148]. - CFIUS actions may include suspending transactions or imposing mitigation measures if national security concerns are identified [148]. - Changes in laws and regulations, including tax laws, could adversely affect the company's business and financial condition [151][152]. - The company may face challenges in protecting its intellectual property rights, which could undermine its competitive position [156][161]. - The company relies on licenses for third-party intellectual property, and disputes could lead to additional costs or limitations on operations [166]. - Geopolitical tensions and force majeure events could disrupt supply chains and impact business operations [154][155]. - The company has entered into commercial arrangements with foreign partners, which may be subject to CFIUS review [150]. - Compliance with SEC and Nasdaq regulations is required, and failure to comply could have material adverse effects [151]. - The company may incur substantial costs defending against intellectual property claims from third parties [164]. - The effectiveness of patent protection may vary by jurisdiction, impacting the company's ability to enforce its rights internationally [162][163]. Corporate Governance and Stock Information - As of December 31, 2024, executive officers, directors, and their affiliates owned approximately 58.0% of the outstanding common stock, allowing them significant control over corporate decisions [169]. - The company does not intend to pay dividends on its common stock for the foreseeable future, opting to retain earnings for business development [171]. - The board of directors has not declared any dividends to date and does not anticipate doing so in the foreseeable future [193]. - The company may face risks from future sales of common stock or other equity dilution, which could adversely affect the market price of its common stock [170]. - The company commenced trading on Nasdaq under the symbols "AIRJ" and "AIRJW" on March 15, 2024, with 81 stockholders of record as of March 1, 2025 [192]. - The company has not authorized any securities for issuance under equity compensation plans [194]. - The company issued 588,235 shares of Class A common stock at a price of $8.50 per share, raising gross proceeds of $5.0 million in March 2024 [197]. - In June 2024, the company entered into subscription agreements to issue 1,238,500 shares of Class A common stock for approximately $12.4 million [198]. - Material weaknesses in internal control over financial reporting were identified, which could adversely affect investor confidence and the market price of the common stock [172]. - The company qualifies as an "emerging growth company," allowing it to rely on reduced public company reporting requirements, which may affect the attractiveness of its common stock to investors [180]. - Cybersecurity risks are regularly assessed, and the company has implemented controls to protect its information systems [184]. - The company is not currently involved in any legal proceedings that would materially affect its business or financial condition [189].

Financial Performance - AirJoule Technologies reported a net income of $215.7 million for the year ended December 31, 2024, compared to a net loss of $11.4 million in 2023[20]. - Net income for the year ended December 31, 2024, was $215,695,562, a significant improvement from a net loss of $(11,379,116) in 2023[22]. - The company achieved a loss from operations of $65.9 million in 2024, compared to a loss of $11.4 million in 2023[20]. - Cash used in operating activities was $(24,261,446) for 2024, compared to $(5,100,989) in 2023, indicating increased operational cash outflow[22]. - The company experienced a deferred tax expense of $81,256,047, which was not present in the previous year, impacting net income[22]. Investments and Financing - The company completed a $50 million private investment in public equity (PIPE) financing in March 2024, followed by an additional $12 million in June 2024, ending the year with $28 million in cash and cash equivalents[11]. - The company has a committed equity facility allowing it to sell up to $30 million of newly issued shares over 36 months, providing financial flexibility for future growth[9]. - Proceeds from the issuance of common stock amounted to $61,750,000, contributing significantly to financing activities[22]. - The company invested $10,000,000 in AirJoule, LLC during the year, reflecting ongoing strategic investments[22]. Assets and Cash Position - The total assets of AirJoule Technologies as of December 31, 2024, were $369.9 million, a significant increase from $556,135 in 2023[18]. - The company reported a net cash increase of $27,645,952 in cash, cash equivalents, and restricted cash, up from a decrease of $(4,835,690) in the previous year[22]. - Total cash, cash equivalents, and restricted cash at the end of the period reached $28,021,748, a substantial increase from $375,796 at the beginning of the period[22]. Strategic Partnerships and Development - In 2024, the company formed a 50/50 joint venture with GE Vernova, which included 24 full-time employees focused on engineering and product development activities[6]. - The company is focused on commercializing its technology through partnerships with Carrier Global Corporation and GE Vernova, targeting energy efficiency and water security markets[14]. - The company has entered into advanced discussions with multiple data center operators and industrial facilities for potential proof of concept deployments of the AirJoule system[4][5]. - AirJoule Technologies opened its first international office in the United Arab Emirates to drive business development in the Gulf Cooperation Council region[11]. Technology and Efficiency - The AirJoule system demonstrated the ability to produce pure distilled water from air with an energy requirement of less than 160 Wh/L, making it up to 4x more efficient than refrigerant-based systems and up to 8x more efficient than desiccant-based systems[2][4]. - The company recognized a contribution to AirJoule, LLC of technology license valued at $333,500,000, indicating a strategic move in technology collaboration[22]. - Share-based compensation increased to $1,323,936 in 2024 from $52,000 in 2023, reflecting a shift in compensation strategy[22]. - The initial recognition of True Up Shares liability was $555,000, and Subject Vesting Shares liability was $11,792,000, indicating new financial obligations[22].

Market Opportunity - AirJoule Technologies Corporation's Total Addressable Market (TAM) is estimated at approximately $455 billion, with $100 billion in atmospheric water harvesting and $355 billion in HVAC sectors [178]. Revenue and Financial Performance - As of September 30, 2024, the company has not earned any revenue from the sale of AirJoule systems [182]. - Loss from operations for Q3 2024 was $(2,376,855), an improvement from $(4,554,617) in Q3 2023, a reduction of $2,177,762 [213]. - Total other income for Q3 2024 was $36,125,418, compared to $6,264 in Q3 2023, an increase of $36,119,154 [213]. - Net income for Q3 2024 was $35,016,858, compared to a net loss of $(4,548,353) in Q3 2023, an improvement of $39,565,211 [213]. - A gain of $333.5 million was recognized for the nine months ended September 30, 2024, on the contribution to AirJoule, LLC, attributed to the fair value of the intellectual property transferred [222]. - Equity loss from the investment in AirJoule, LLC amounted to $2.3 million for the three months and $3.0 million for the period from March 4, 2024, to September 30, 2024 [224]. - The change in fair value of Earnout Shares liability resulted in a gain of $31.8 million and $37.2 million for the three and nine months ended September 30, 2024, respectively [225]. Expenses - Operating expenses are categorized into general and administrative, research and development, sales and marketing, transaction costs, and depreciation and amortization [183][184]. - General and administrative expenses for Q3 2024 were $2.4 million, down from $3.6 million in Q3 2023, a decrease of $1.1 million [214]. - Research and development expenses for Q3 2024 were $(0.1) million compared to $0.8 million in Q3 2023, a decrease of $0.9 million [216]. - Sales and marketing expenses for Q3 2024 were $23,639, significantly lower than $167,890 in Q3 2023, a decrease of $144,251 [218]. - Research and development expenses for the nine months ended September 30, 2024 were $1.8 million, down from $2.5 million in the same period of 2023, a decrease of $0.7 million [217]. - General and administrative expenses for the nine months ended September 30, 2024 were $6.5 million, up from $5.6 million in the same period of 2023, an increase of $0.9 million [215]. - Depreciation expense for Q3 2024 was $2,136, compared to $1,086 in Q3 2023, an increase of $1,050 [221]. Cash Flow and Financing - Net cash used in operating activities for the nine months ended September 30, 2024, was $21.6 million, compared to $4.0 million for the same period in 2023 [239]. - Net cash used in investing activities was $10.0 million for the nine months ended September 30, 2024, primarily due to contributions made to AirJoule, LLC [241]. - Net cash provided by financing activities was $61.9 million for the nine months ended September 30, 2024, mainly from the issuance of common stock related to private placements [242]. - Future capital requirements may necessitate additional financing, with potential contributions of up to $90 million to the AirJoule joint venture based on agreed business plans [231]. Company Structure and Changes - The company changed its name from Montana Technologies Corporation to AirJoule Technologies Corporation effective November 13, 2024 [180]. - The company is classified as an emerging growth company under the JOBS Act, allowing it to delay compliance with certain accounting standards [244]. Partnerships and Strategic Focus - AirJoule's partnerships with Pacific Northwest National Laboratory, BASF, and CATL are expected to accelerate manufacturing and product validation [179]. - The company is focused on scaling manufacturing through global joint ventures to address water scarcity and global warming [177]. Stock-Based Compensation - The company anticipates unrecognized stock-based compensation expense of $4.5 million related to Earnout Shares, contingent on performance conditions being satisfied [190]. - The company has classified Earnout Shares as a liability, with fair value estimated using a Monte Carlo simulation based on expected EBITDA of $50 million per production line over a five-year period [192]. - The estimated fair value of the Subject Vesting Shares liability was determined using a Monte Carlo simulation, considering various vesting conditions [195].

Financing and Investment - Montana Technologies completed a $12 million private placement financing, issuing approximately 1.2 million shares to support the commercialization of the AirJoule system[9]. - The investment in AirJoule, LLC is valued at approximately $342.89 million on the balance sheet[15]. - The company incurred transaction costs of $54,693,103 related to business combinations, indicating active merger and acquisition strategies[17]. Financial Performance - Net income for June 2024 reached $194,985,187, a significant increase from a net loss of $3,872,471 in June 2023[19]. - Total operating expenses for June 2024 were $60,729,375, compared to $3,876,022 in June 2023, indicating a substantial increase in operational costs[17]. - The company reported a gain of $333,500,000 from its contribution to AirJoule, LLC, which positively impacted net income[17]. - Cash flows from operating activities showed a net cash used of $17,576,561 in 2024, compared to $1,856,812 in 2023, reflecting increased operational expenditures[19]. - The company experienced a significant increase in cash, ending the period with $34,648,611, up from $3,523,090 in the previous year[19]. - The diluted net income per share for Class A common stock was $3.92, a notable increase from a loss of $0.10 in the previous year[17]. - Basic net income per share for Class B common stock was $4.05, compared to a loss of $0.10 in the previous year, reflecting improved profitability[17]. Operations and Development - The company ended the quarter with $35 million in cash, providing sufficient liquidity to support operations through expected commercialization in 2026[2]. - A new 30,000 square foot manufacturing facility is being built in Newark, Delaware, with an expected operational date in mid-2025, supported by a $1 million grant from the State of Delaware[8]. - The company expanded its business development and operations teams by hiring several key personnel, including a VP of Business Development and a VP of Operations[7]. - The company is focused on engaging prospective customers across various industries to leverage AirJoule's advanced dehumidification and water production capabilities[3]. - Research and development expenses totaled $1,896,961 for the year, up from $1,704,087 in 2023, highlighting ongoing investment in innovation[17]. Partnerships and Collaborations - The company signed a Memorandum of Understanding with TenX to deploy AirJoule units for water security projects in the UAE, focusing on critical infrastructure and community water needs[5]. - Montana Technologies is collaborating with Climate Impact Corporation to develop solar-powered hydrogen production modules using AirJoule technology[6]. Technology and Product Impact - AirJoule technology is expected to significantly reduce power consumption and operating expenses in HVAC systems when integrated with Carrier Corporation's products[4]. - Total current liabilities for the company are reported at $3.54 million, while total liabilities amount to $148.96 million[15]. - The weighted average Class A common stock outstanding increased to 43,357,928 from 32,633,380, indicating potential dilution from new equity issuance[17].

Market Potential - The company estimates its Total Addressable Market (TAM) globally to be approximately $455 billion, with $355 billion in the HVAC sector and $100 billion in atmospheric water harvesting [137]. Financial Performance - The company reported a net income of $13,429,895 for Q2 2024, compared to a net loss of $3,037,844 in Q2 2023, reflecting a significant improvement [190]. - The company recognized a gain of $333,500,000 on the contribution to AirJoule, LLC for the six months ended June 30, 2024, due to the fair value of intellectual property transferred [187]. - The fair value of Earnout Shares liability decreased by $13,064,000 for Q2 2024, recognized as a gain in other income [189]. - The company expects future operating losses and negative cash flows to increase due to additional costs related to technology development and market relationships [192]. Capital Expenditure and Investments - The company anticipates a capital expenditure investment of less than $25 million per production line could generate approximately $50 million in Annualized EBITDA per line [138]. - The company contributed $10 million in cash to the AirJoule joint venture and has agreed to contribute up to an additional $90 million based on future business plans [148]. - The company received approximately $40 million in March 2024 and $6 million in May 2024 from the Business Combination, which will support product development and growth plans [193]. Operating Expenses - Operating expenses are categorized into general and administrative, research and development, and sales and marketing expenses [156]. - General and administrative expenses for Q2 2024 increased to $3,211,205 from $1,813,014 in Q2 2023, reflecting a $1,398,191 increase due to higher professional services costs [182]. - Research and development expenses for Q2 2024 were $1,050,804, a decrease of $48,339 from $1,099,143 in Q2 2023, attributed to timing of services and purchases [184]. - Sales and marketing expenses for Q2 2024 were $74,841, down from $128,153 in Q2 2023, with expectations of future increases aligned with business growth [186]. Shareholder Information - Following the Business Combination, there were 53,823,412 shares of Company Common Stock issued and outstanding, with approximately 85.5% of the voting power held by Legacy Montana equity securities holders [143]. - The company entered into subscription agreements resulting in Aggregate Transaction Proceeds of approximately $43.365 million as part of the Business Combination [144]. Joint Ventures and Partnerships - The company has established partnerships with Pacific Northwest National Laboratory, BASF, and CATL to accelerate manufacturing and commercialization [138]. - The AirJoule joint venture aims to incorporate proprietary sorbent materials into systems utilizing AirJoule technology for markets in the Americas, Africa, and Australia [146]. - The Company has not funded the CAMT joint venture as of June 30, 2024, despite agreeing to contribute $6 million [197]. Cash Flow and Liquidity - As of June 30, 2024, the company had $32.4 million in working capital, including $34.6 million in cash [191]. - Net cash used in operating activities was $17,576,561 for the six months ended June 30, 2024, compared to $1,856,812 for the same period in 2023, indicating a significant increase in cash outflow [199]. - Net cash used in investing activities was $10,006,554 for the six months ended June 30, 2024, compared to $96,025 for the same period in 2023, primarily due to contributions to AirJoule, LLC [200]. - Net cash provided by financing activities was $61,855,930 for the six months ended June 30, 2024, a substantial increase from $264,441 in the same period of 2023, driven by higher proceeds from stock issuances [201]. Tax and Accounting - The company follows the asset and liability method for income taxes, with no unrecognized tax benefits or reserves for uncertain tax positions as of June 30, 2024 [179]. - Management identified a material weakness in internal controls over financial reporting, particularly regarding complex accounting issues [207]. - The Company plans to implement remediation steps to improve its internal controls and disclosure procedures [208]. Legal and Compliance - The Company is not currently involved in any legal proceedings that would materially affect its business or financial condition [209]. - The Company is classified as an emerging growth company under the JOBS Act, allowing it to delay compliance with certain accounting standards [204].

Market Opportunity - The company estimates a Total Addressable Market (TAM) of approximately $455 billion, with $355 billion in the HVAC sector and $100 billion in atmospheric water harvesting [162]. Financial Performance - The net loss for the three months ended March 31, 2024, was $11,552,823, compared to a net loss of $834,627 for the same period in 2023, representing an increase in loss of $10,718,196 [229]. - Net cash used in operating activities was $5,439,983 for the three months ended March 31, 2024, compared to $803,634 in the same period of 2023, reflecting a significant increase in cash outflow [230]. - General and administrative expenses increased to $827,576 for the three months ended March 31, 2024, from $218,175 in the same period of 2023, reflecting a $609,401 increase due to higher professional services costs [210]. - Research and development expenses rose to $896,613 for the three months ended March 31, 2024, compared to $604,944 in the prior year, marking a $291,669 increase driven by personnel and prototype costs [211]. - Sales and marketing expenses increased to $37,725 for the three months ended March 31, 2024, up from $10,423 in the same period of 2023, indicating a growth of $27,302 [212]. - The company recognized a change in fair value of earnout shares liability of $7.7 million during the three months ended March 31, 2024, which was recorded as other expenses [216]. - Net cash provided by financing activities was $42,494,907 for the three months ended March 31, 2024, compared to $255,861 in the same period of 2023, showing a substantial increase in financing [232]. Capital Expenditure and Investment - The company anticipates a capital expenditure of less than $25 million per production line, potentially generating approximately $50 million in Annualized EBITDA per line [164]. - The recapitalization resulted in Aggregate Transaction Proceeds of approximately $43.365 million from subscription agreements [171]. - The company contributed $10 million to the AirJoule joint venture and may contribute up to an additional $90 million based on future business plans [174]. - The company has committed to contribute up to an additional $90 million to the AirJoule joint venture based on future business plans and operating budgets [222]. Stock and Shareholder Information - Following the Business Combination, there are 53,823,412 shares of common stock issued and outstanding, with 45,821,456 shares representing approximately 85.5% of the voting power [169]. - The company’s Class A common stock began trading on Nasdaq under the symbols "AIRJ" and "AIRJW" on March 15, 2024 [170]. Joint Ventures and Partnerships - The AirJoule joint venture aims to incorporate proprietary sorbent materials into systems utilizing AirJoule technology for markets in the Americas, Africa, and Australia [172]. - The company has established partnerships with organizations like BASF and CATL to accelerate manufacturing and product validation [163]. Management and Organizational Changes - The company’s management team has expanded with the appointment of a new Chief Financial Officer and a transition of the previous CFO to Chief Administrative Officer [180]. Goodwill and Financial Instruments - The company recognizes goodwill as the excess of acquisition-date consideration over the fair value of net identifiable assets acquired, with no impairment loss recognized as of March 31, 2024 [199]. - The fair value of derivative financial instruments, including True Up Shares and Subject Vesting Shares, is measured at each reporting period, with changes recorded in earnings [190][191]. - The company accounts for business combinations using the acquisition method, recording identifiable assets and liabilities at their estimated fair values as of the acquisition date [193]. - Non-controlling interests are recognized as a component of equity and adjusted for the allocable portion of income or loss [197]. - The company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks [189]. - The estimated fair value of IPR&D acquired in business combinations is capitalized and tested for impairment annually [201]. - Changes in the estimated fair value of liability-classified contingent consideration are recognized in the consolidated statements of operations [195]. - The company performs its annual goodwill impairment test on October 1, with no impairment loss recognized as of the latest reporting date [199].