10-K: AirJoule Reports 2025 Net Loss Amid JV Impairments
Annual Report
AirJoule Technologies Corporation reported a net loss of $9.0 million for 2025, driven by significant impairment charges in its AirJoule JV, despite advancing its water harvesting technology and securing new capital.
Summary
- AirJoule Technologies Corporation, an advanced technology company focused on sorption technologies for water harvesting and dehumidification, reported a net loss of $9.0 million for the year ended December 31, 2025, a significant decline from a net income of $215.7 million in 2024.
- The net loss was primarily due to substantial non-cash impairment charges within its 50/50 joint venture with GE Vernova, AirJoule, LLC, totaling $61.3 million for in-process research and development and $244.3 million for goodwill.
- The company generated $110,000 in revenue from its AirJoule JV in 2025, marking its first reported sales.
- Operating expenses increased, with general and administrative expenses rising to $12.5 million in 2025 from $9.0 million in 2024, largely due to increased stock-based compensation and headcount.
- Research and development expenses decreased to $1.0 million in 2025 from $2.0 million in 2024, primarily due to lower material purchases and patent fees, partially offset by reduced reimbursements from the AirJoule JV.
- Cash, cash equivalents, and restricted cash decreased to $21.8 million as of December 31, 2025, from $28.0 million at the end of 2024.
- The company raised $14.2 million in net proceeds from an April 2025 PIPE offering and $3.0 million from an Equity Line Purchase Agreement during 2025.
- AirJoule Technologies Corporation has a remaining commitment of $77.3 million for capital contributions to the AirJoule JV as of December 31, 2025.
- The company successfully deployed AirJoule Core systems for field testing and customer demonstrations in Texas, Arizona, and Dubai during 2025, and advanced productization for commercial sales expected in late 2026.
- Breakthrough efficiency of less than 160 Wh/L for water production was achieved in a fifth-generation prototype in Q4 2024, making it up to 4x more efficient than refrigerant-based systems and 8x more efficient than desiccant-based systems.
Sentiment
Score: 4
Explanation: StockSavvy.ai views this filing with mixed sentiment. While the company demonstrates promising technology and strategic partnerships, the significant net loss and substantial impairment charges in the JV, coupled with continued cash burn, indicate considerable financial challenges for this early-stage, pre-revenue company.
Positives
- AirJoule's technology demonstrated breakthrough efficiency, producing pure distilled water from air with an energy requirement of less than 160 Wh/L, up to 4x more efficient than refrigerant-based systems and 8x more efficient than desiccant-based systems.
- The company successfully manufactured and deployed AirJoule Core systems for field testing and customer demonstrations in diverse climates (Texas, Arizona, Dubai) during 2025, validating operational reliability.
- Strategic partnerships are in place with industry leaders like GE Vernova (50/50 JV for Americas, Africa, Australia), Carrier Global Corporation (binding term sheets for HVAC integration), and TenX Investment (exclusive Middle East distribution).
- AirJoule was selected as a winner of the Net Zero Innovation Hub for Data Centers competition, backed by major tech companies like Google and Microsoft, enhancing its credibility and market access.
- The company secured new capital through an April 2025 PIPE offering ($14.2 million net proceeds) and an Equity Line Purchase Agreement ($3.0 million by year-end 2025), providing liquidity for ongoing operations and JV commitments.
- AirJoule's process produces PFAS-free distilled water with zero dissolved solids, meeting FDA bottled water standards, a significant differentiator given growing regulatory concerns.
- The company is actively pursuing potable water certification with the Texas Commission on Environmental Quality and NSF certification for its systems, which are key regulatory milestones for broader market adoption.
- The estimated total addressable market for AirJoule's technology across data centers, advanced manufacturing, military, and HVAC applications is approximately $450 billion, indicating substantial growth potential.
Negatives
- AirJoule Technologies Corporation reported a net loss of $9.0 million for the year ended December 31, 2025, a significant reversal from a net income of $215.7 million in 2024.
- The company incurred substantial non-cash impairment charges totaling $305.6 million within its AirJoule, LLC joint venture ($61.3 million for in-process R&D and $244.3 million for goodwill), indicating a significant reduction in the perceived value of these assets.
- AirJoule is a pre-revenue and early-stage company with limited commercial sales to date, making future success and viability difficult to predict.
- The company continues to incur significant losses and expects to do so in the future as it scales operations and commercializes its technology.
- Cash, cash equivalents, and restricted cash decreased by $6.17 million in 2025, reflecting continued cash usage in operating and investing activities.
- The AirJoule JV itself reported a net loss of $323.4 million for 2025 and had a net working capital deficit of $2.7 million and an accumulated deficit of $334.0 million as of December 31, 2025.
- The company has a remaining commitment of $77.3 million for capital contributions to the AirJoule JV, which will require further financing if existing proceeds are insufficient.
- The joint venture with CATL (CAMT) for Asia and Europe has not been funded or commenced operations, and definitive agreements with Carrier for HVAC integration may not materialize as expected.
Risks
- The company is a pre-revenue and early-stage entity with a limited operating history, making future success or viability difficult to predict.
- Inability to successfully develop and commercialize AirJoule technology, or failure to achieve anticipated productivity and energy efficiency levels.
- Demand for products may not grow or may grow at a slower rate than anticipated, impacting operating results and share price.
- Significant competition from established companies with longer operating histories, greater resources, and customer incumbency advantages.
- Estimates and assumptions used to determine the total addressable market may be incorrect, adversely affecting business growth.
- Dependence on revenue generated from a single product (AirJoule systems) and ancillary services for the foreseeable future.
- Financial results may be adversely affected by project delays, cost overruns, changes in scope, or failure of suppliers/partners to fulfill obligations.
- Water Purchase Agreements (WPAs) and other long-term commercial arrangements may include penalties for not delivering sufficient water on schedule, leading to liabilities and reduced cash flow.
- Lack of sufficient funds to achieve planned business objectives, with continued dependence on external financing and potential inability to obtain additional capital on acceptable terms.
- Risks associated with changing technology, product innovation, manufacturing techniques, and operational flexibility, potentially leading to a competitive disadvantage.
- Dependence on sole-source and limited-source suppliers for key components (e.g., BASF for proprietary MOF), risking supply interruptions or increased costs.
- Manufacturing issues not identified prior to design finalization, long-lead procurement, or fabrication could impact deployment cost and schedule.
- The Binding Term Sheets with Carrier may not ultimately yield definitive agreements consistent with the terms or at all.
- Dependence on a limited number of customers and end markets, where a decline in revenue or loss of a significant customer could materially affect financial condition.
- Sales and profitability may be impacted by warranty claims, product defects, recalls, or failure to meet performance guarantees.
- Risks associated with operating in foreign countries, including economic/social/political instability, currency fluctuations, trade wars, and less robust intellectual property protection.
- Failure to obtain or maintain necessary permits, licenses, and other governmental approvals, or delays in obtaining them.
- Liabilities and operating restrictions arising from environmental, health, and safety laws, regulations, and permits across multiple jurisdictions, with potential for increased costs or operational curtailment.
- Our patent applications may not result in issued patents, or issued patents may not provide adequate protection, undermining competitive position.
- Failure or inadequacy of efforts to protect intellectual property rights, and costly litigation associated with IP rights.
- Reliance on licenses to use third-party intellectual property rights, with risks of disputes, additional royalties, or license termination.
- Concentration of ownership among executive officers, directors, and affiliates (approximately 52% of outstanding common stock as of Dec 31, 2025) may prevent new investors from influencing significant corporate decisions.
- Future sales of common stock or other equity dilution may adversely affect the market price of common stock.
- Material weaknesses in internal control over financial reporting (though remediated as of Dec 31, 2024) could recur and adversely affect business and stock price.
- Anti-takeover provisions in governing documents and Delaware law could make an acquisition more difficult or limit stockholder influence.
- As an emerging growth company, reduced public company reporting requirements may make common stock less attractive to investors and increase market price volatility.
Future Outlook
The company anticipates significant growth opportunities by offering AirJoule technology in global markets with high demand for water, dehumidified air, and cooling. Commercial sales of AirJoule systems are expected to begin in late 2026, following continued larger-scale field deployments. The company plans to leverage strategic partnerships to accelerate market penetration and scale manufacturing capabilities, aiming to co-develop sector-specific solutions and establish itself as a leader in water-focused solutions.
Management Comments
- 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 its technology and the development of market and strategic relationships with other businesses and customers.
- Management believes the company has sufficient resources to fund its operating requirements for at least twelve months from the date the financial statements are issued using existing cash resources and proceeds previously raised.
Industry Context
StockSavvy.ai notes that AirJoule Technologies operates in the rapidly growing and critical sectors of atmospheric water harvesting, industrial dehumidification, and HVAC. The company's focus on energy-efficient, PFAS-free water production and dehumidification positions it well to address increasing global water scarcity and energy demand, particularly in water-stressed regions and energy-intensive industries like data centers and advanced manufacturing. The Nobel Prize in Chemistry for MOF development in October 2025 underscores the scientific validation and transformative potential of AirJoule's foundational technology. Its strategic partnerships with global players like GE Vernova and Carrier are crucial for scaling and market penetration, aligning with broader industry trends towards sustainable and efficient resource management.
Comparison to Industry Standards
- AirJoule's technology demonstrates superior energy efficiency for water separation, achieving less than 160 Wh/L (at 80F and 60% relative humidity), which is up to 4x more efficient than typical refrigerant-based systems (400-700 Wh/L) and up to 8x more efficient than desiccant-based systems (more than 1,300 Wh/L).
- The AirJoule Core system offers up to 80% energy savings and up to 60% lower total cost of ownership compared to incumbent desiccant-based dehumidification systems, positioning it favorably against existing market solutions.
- The company's ability to produce pure, PFAS-free distilled water with zero dissolved solids meets FDA bottled water standards, providing a significant competitive advantage over conventional water sources increasingly affected by contamination.
- In the HVAC market, AirJoule's integration is expected to reduce energy consumption by up to 50% and minimize the use of environmentally harmful refrigerants, addressing a key industry challenge where cooling accounts for approximately 10% of global electricity demand and is projected to triple by 2050.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Administrative Officer | Jeffrey D. Gutke | N/A | March 31, 2026 | Stepping down, not due to disagreement. |
| Principal Accounting Officer | N/A | Stephen S. Pang | April 1, 2026 | Assumed responsibilities in addition to Chief Financial Officer role. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Internal Control Remediation | Material weakness in internal control over financial reporting related to complex accounting issues (reverse recapitalization and VIE accounting for AirJoule JV) was remediated as of December 31, 2024. | December 31, 2024 | Improved reliability of financial reporting, reducing risk of material misstatement. |
Legal Proceedings
- Not currently a party to any legal proceeding or claim which, in management's opinion, is likely to materially adversely affect the business or financial results or condition.
Related Party Transactions
- A consultancy agreement with a company affiliated with the Chief Executive Officer was terminated on May 1, 2024.
- An office services agreement with an affiliate was terminated on May 1, 2024.
- Outstanding balance of $540,000 under an administrative services agreement with an affiliate of the Sponsor was repaid in full in May 2024.
- Outstanding balance of $900,000 from Sponsor contributions to the trust account was repaid in full in May 2024.
- Legacy Montana executed a statement of work with AirJoule, LLC in November 2024 for engineering and administrative services, including reimbursement for equity awards granted to AirJoule, LLC employees.
- TEP Montana, LLC, affiliated with the Executive Chairman, purchased 5,116,176 shares for approximately $43.5 million in 2024.
Stakeholder Impact
- Shareholders face significant dilution risk from ongoing and potential future capital raises, as well as volatility due to the company's early stage, pre-revenue status, and substantial losses and impairment charges.
- Employees and contractors benefit from stock-based compensation plans (Incentive Award Plan, Employee Stock Purchase Plan) and continued investment in R&D and operational expansion.
- Customers in industrial, military, and HVAC sectors stand to benefit from innovative, energy-efficient water harvesting and dehumidification solutions, potentially reducing operating costs and improving sustainability profiles.
- Suppliers, particularly BASF for MOF materials, have a continued relationship, though the company is evaluating additional and alternate suppliers, which could impact existing supplier relationships.
- Creditors and investors in the recent PIPE and Equity Line offerings provide crucial capital but bear the risk associated with the company's pre-commercialization phase and financial performance.
Next Steps
- Commence commercial sales of AirJoule systems in late 2026.
- Continue with larger-scale field deployments of AirJoule systems.
- Pursue potable water certification with the Texas Commission on Environmental Quality.
- Achieve NSF certification for AirJoule systems.
- Deploy an AirJoule system at the Net Zero Innovation Hub for Data Centers testbed facility in Denmark in 2026.
- Evaluate additional and alternate global suppliers for proprietary MOF materials as operations scale up.
- Potentially expand manufacturing capacity or pursue contract manufacturing once customer demand visibility and commitments are secured.
- AirJoule Technologies Corporation is expected to contribute an additional $77.3 million in capital to the AirJoule JV.
Key Dates
| Date | Description |
|---|---|
| 2018 | Predecessor (Montana Technologies, LLC) established. |
| 2019-01-01 | Consultancy agreement with CEO-affiliated company commenced (terminated May 1, 2024). |
| 2020 | Predecessor executed strategic project partnership agreement with PNNL. |
| 2020-10-31 | Office services agreement with an affiliate commenced (terminated May 1, 2024). |
| 2021 | Predecessor obtained exclusive worldwide license from PNNL for self-regenerating pressure swing dehumidifier technology. |
| 2021-10-27 | Joint venture agreement with CATL to form CAMT Climate Solutions Ltd. (CAMT). |
| 2021-12-09 | Public Warrant Agreement and Private Warrant Agreement dated. |
| 2021-12-14 | Initial Public Offering (IPO) of the company completed. |
| 2022-01-31 | Public warrants began trading separately. |
| 2022-09-27 | Joint development agreement with BASF for MOF materials entered (expired September 27, 2025). |
| 2023-04-05 | Legacy Montana granted 383,151 options to key team members. |
| 2023-06-05 | Agreement and Plan of Merger (Merger Agreement) entered into with the Predecessor. |
| 2023-09-29 | Amended and Restated Joint Venture Agreement for CAMT entered into with CATL US. |
| 2024-01-07 | Binding term sheets for a commercialization and collaboration agreement with Carrier entered into. |
| 2024-01-25 | Framework Agreement with GE Vernova entered into to form the AirJoule JV. |
| 2024-02-05 | First Amendment to Agreement and Plan of Merger dated. |
| 2024-03-04 | AirJoule JV closing date. |
| 2024-03-08 | XPDB and an investor entered into a Subscription Agreement for 588,235 shares of Class A common stock. |
| 2024-03-08 | Montana Technologies Corporation 2024 Incentive Award Plan and 2024 Employee Stock Purchase Plan approved. |
| 2024-03-14 | Business Combination consummated; XPDB changed name to Montana Technologies Corporation. |
| 2024-03-15 | Company's common stock and warrants commenced trading on Nasdaq under AIRJ and AIRJW. |
| 2024-05-01 | Consultancy agreement with CEO-affiliated company and office services agreement with an affiliate terminated. |
| 2024-05 | Outstanding balance of $540,000 under administrative services agreement with Sponsor affiliate repaid in full. Outstanding balance of $900,000 from Sponsor contributions to trust account repaid in full. |
| 2024-06-05 | Subscription agreements (June 2024 PIPE Subscription Agreements) with certain investors entered into for 1,238,500 shares of Class A common stock. |
| 2024-06-10 | Cashless exercise of 3,942,388 public warrants for 705,758 shares of Class A common stock began (completed June 11, 2024). |
| 2024-06 | Memorandum of understanding signed with Nexus Data Centers. |
| 2024-08 | 2,225,000 Private Placement warrants transferred. |
| 2024-09 | Selected as a winner of the Net Zero Innovation Hub for Data Centers competition. |
| 2024-10 | AirJoule, LLC performs annual goodwill and IPR&D impairment test. |
| 2024-11 | Montana Technologies Corporation changed its name to AirJoule Technologies Corporation; Montana Technologies LLC changed its name to AirJoule Technologies LLC. All outstanding Class B common stock converted to Class A common stock. |
| 2024-11 | Legacy Montana executed a statement of work with AirJoule, LLC. |
| 2024-12-31 | End of fiscal year 2024. |
| 2025-01-01 | 2024 ESPP share reserve automatically increased by 1% of outstanding common stock. |
| 2025-02 | AirJoule JV and TenX Investment began operating an AirJoule showcase system at the Dubai Future Lab (through December 2025). |
| 2025-03-18 | Company issued 275,880 shares of Class A common stock to an investor due to triggering event from a PIPE subscription agreement (VWAP below $8.50 for 15 consecutive trading days). |
| 2025-03-25 | Common stock purchase agreement (Equity Line Purchase Agreement) entered into with B. Riley Principal Capital II, LLC. |
| 2025-03-25 | BDO USA, P.C. report dated for AirJoule Technologies Corporation's 2024 consolidated financial statements. |
| 2025-03-31 | Jeffrey D. Gutke stepped down as Chief Administrative Officer. |
| 2025-04-01 | Stephen S. Pang assumed responsibilities of Principal Accounting Officer. |
| 2025-04-23 | Subscription agreements (April 2025 PIPE Subscription Agreements) entered into with investors for 3,775,126 shares of Class A common stock. |
| 2025-04-25 | April 2025 PIPE Subscription Agreements transaction closed, generating $14.2 million net proceeds. A&R Joint Venture Agreement with GE Vernova entered into, reflecting $10 million in additional capital contributions to AirJoule JV. |
| 2025-04 | FWS published final rules governing critical habitat designation and expanding protection options for threatened species (took effect May 2024). |
| 2025-09-27 | Joint development agreement with BASF expired. |
| 2025-09 | AirJoule JV deployed its first full-scale AirJoule Core system to Hubbard, Texas. Company entered into the Second Amended and Restated License Agreement, eliminating minimum royalty amounts through 2029. |
| 2025-10 | Nobel Prize in Chemistry awarded for MOF development. Company entered into a Cooperative Research and Development Agreement (CRADA) with the US Army Engineer Research and Development Center (ERDC). |
| 2025-11 | AirJoule JV and GE Vernova extended master services agreements through December 31, 2026. EPA and U.S. Army Corps of Engineers published a proposed rule to further revise WOTUS regulations. |
| 2025-12 | AirJoule JV announced collaboration with Red Dot Ranch Foundation for off-grid residential water solutions in Pescadero, California. AirJoule JV sold a Core system to Arizona State University (ASU) for independent academic evaluation. |
| 2025-12-31 | End of fiscal year 2025. |
| 2026-01-01 | 2024 ESPP share reserve automatically increased by 612,072 shares. |
| 2026-01-15 | Company completed a public offering of 7.1 million shares of Class A common stock, raising $22.1 million net proceeds. Company contributed an additional $5.0 million in capital contributions to the AirJoule JV. |
| 2026-01 | Company commenced participation in the Net Zero Innovation Hub for Data Centers program in Fredericia, Denmark. |
| 2026-02 | Initial testing of the Core system at Red Dot Ranch Foundation completed. |
| 2026-03-01 | 68,447,740 shares of Class A common stock issued and outstanding. |
| 2026-03-25 | BDO USA, P.C. report dated for AirJoule, LLC's 2024 financial statements. |
| 2026-03-31 | Deloitte & Touche LLP report dated for AirJoule Technologies Corporation's 2025 consolidated financial statements. Deloitte & Touche LLP report dated for AirJoule, LLC's 2025 financial statements. |
Recommendation
holdAirJoule Technologies is an early-stage company with a promising, patented technology addressing critical global needs (water scarcity, energy efficiency). Strategic partnerships with industry giants like GE Vernova and Carrier provide significant validation and pathways to commercialization. However, the company is pre-revenue, reported a substantial net loss in 2025, and incurred significant impairment charges in its joint venture, indicating high operational and financial risks. While recent capital raises provide near-term liquidity, the path to profitability is uncertain and dependent on successful product development, market adoption, and efficient scaling. A 'hold' recommendation reflects the high-risk, high-reward profile, suggesting existing investors monitor progress closely, while new investors might wait for clearer signs of commercial traction and improved financial performance before committing capital.
Keywords
Atmospheric Water Harvesting, Dehumidification, HVAC, Sorption Technology, MOF, Water Scarcity, Energy Efficiency, Data Centers, Advanced Manufacturing, Military Applications, GE Vernova, Carrier Global, SEC Filing, 10-K, Annual Report, Financial Results, Joint Venture, Capital Raise, Impairment, Field Testing, Commercialization
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