AirJoule Technologies Corp. (AIRJ) Business

Item 1. Business.

Overview

We are an advanced technology company whose purpose is to free the world from its water and energy constraints by delivering groundbreaking sorption technologies. Our platform technology, AirJoule, produces pure distilled water from air and, at commercial scale, will mitigate water scarcity through distributed water generation for businesses and consumers around the world. Our products are especially valuable for industrial users, which generate significant amounts of waste heat that can be used to power our sorption technologies to produce low cost pure distilled water and dehumidified air – two key inputs for a variety of industrial activities, including data centers and advanced manufacturing. In HVAC applications, our technology is designed to reduce energy consumption, minimize or even eliminate the use of environmentally-harmful refrigerants and generate material cost efficiencies for air conditioning systems. We are commercializing and scaling manufacturing of our AirJoule systems through our global collaborations, including our 50/50 joint venture with GE Vernova Inc. (NYSE: GEV) and our commercial partnerships with Carrier Global Corporation (NYSE: CARR) and TenX Investment in Energy Enterprises & Management Co. We believe that deploying AirJoule systems worldwide will unleash the power of water from air and help to improve global water security. During 2025, we manufactured and deployed AirJoule Core systems (previously referred to as our A250 systems) for field testing and customer demonstrations in Texas, Arizona and Dubai, and we advanced the productization and manufacturing scale-up of our Core and larger Prime (previously referred to as our A1000 system) system in preparation for commercial sales beginning in late 2026.

Company Background

Our Predecessor, established in 2018, worked closely with researchers at the Pacific Northwest National Laboratory (“PNNL”) to develop enhancements to its self-regenerating pressure swing dehumidifier technology. In 2020, the Predecessor executed a strategic project partnership agreement with PNNL, and in 2021, obtained an exclusive worldwide license from PNNL with respect to the technology. Our Predecessor then spent several years developing the pressure swing technology, securing additional intellectual property protection, producing multiple prototypes and assembling partnerships with leading global companies including GE Vernova and Carrier. See “Our Competitive Strengths — Our Partners.” In June 2023, we entered into an Agreement and Plan of Merger (“the Merger Agreement”) with the Predecessor, which was consummated through a Business Combination on March 14, 2024. In connection with closing the Business Combination, we changed our name from Power & Digital Infrastructure Acquisition II Corp. to Montana Technologies Corporation. In November 2024, to better align our name with our business operations and proprietary technology, we changed our name from Montana Technologies Corporation to AirJoule Technologies Corporation, and our wholly-owned subsidiary changed its name from Montana Technologies LLC to AirJoule Technologies LLC (“AirJoule” or “the Company”).

The AirJoule Technology

Advanced Sorbents

AirJoule’s transformational technology uses an advanced sorbent, in conjunction with a proprietary pressure swing system, to cost-effectively harvest pure distilled water from air. At present, the sorbent used in AirJoule systems is a proprietary metal-organic framework (“MOF”). MOFs are a class of porous, crystalline materials composed of metal ions or clusters coordinated to organic ligands, forming highly ordered, three-dimensional structures. Known for their exceptionally high surface areas, which often surpass that of traditional porous materials, MOFs can be engineered at the molecular level to adsorb certain molecules from the air. Adsorption occurs when a molecule of one substance binds to the surface of another molecule (in contrast to absorption, where one material is taken into the bulk of another material). Desorption is the opposite process, whereby a molecule is released from the surface of another molecule.

MOFs have been widely studied for their potential applications in various fields, including gas storage and separation, catalysis, sensing and drug delivery. In October 2025, the Nobel Prize in Chemistry was awarded to Susumu Kitagawa, Richard Robson and Omar Yaghi for developing metal-organic frameworks, underscoring the transformative potential of MOFs and validating the foundational science underpinning AirJoule. GE Vernova’s collaboration with Professor Omar Yaghi as part of the U.S. Department of Defense’s AIR2WATER program was instrumental in spawning our joint venture with GE Vernova.

Pressure Swing System

Our proprietary pressure swing system integrates adsorption and desorption functions, so the heat of adsorption can be used to assist desorption under vacuum, eliminating or reducing the need for additional energy. In one chamber, ambient air is passed over heat exchangers coated with a paper-thin film of MOF (the “coated contactors”), pulling water vapor into the material's pores. The heat that is generated from adsorbing water vapor is then transferred to the other chamber to help release water previously captured in the MOF

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pores. A vacuum pressure is applied to help release the water vapor. Once the MOF has released the water vapor, the chambers reverse their functions and the cycle repeats, reducing the need to add heat or cooling to the process. By balancing the heat transfer between chambers, the system works to minimize energy consumption and allows the AirJoule system to continuously operate at ambient temperature with less energy required than existing water harvesting or dehumidification systems (assuming air temperature of 80°F and 60% relative humidity).

Additionally, the system can utilize low-grade waste heat, which is available at nearly all industrial operations globally, including data centers, to reduce the amount of external energy required and significantly improve efficiency. The US Department of Energy estimates that as much as 50% of industrial energy input is lost as waste heat, and McKinsey & Co estimates the global recoverable waste heat potential is at least 3,100 thermal terrawatt-hours. A significant portion of this waste heat is low-grade, which has few economic uses but can be integrated into an AirJoule system to generate distilled water and dehumidified air. We anticipate that our AirJoule Prime containerized system will be able to deliver over 2,000 liters of water per day at or below 130 Wh/L when utilizing low-grade waste heat.

The technology operates as follows:

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Air is drawn through sorbent-coated contactors, and water vapor is selective captured.

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Chamber doors close, vacuum is applied, and heat is added, distilling the water from the sorbent-chamber.

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Water vapor condenses to liquid water inside a vacuum condenser. All parts in contact with liquid water are NSF-compliant, providing high quality distilled water.

Water Quality

AirJoule’s process natively incorporates three purification steps: selective capture through advanced sorbent materials, vacuum distillation and UV filtration. This process produces pure distilled water with zero dissolved solids that meets all FDA bottled water standards. Importantly, AirJoule produces PFAS-free water, which is a significant differentiator given growing regulatory and public concerns around per- and polyfluoroalkyl substances (“PFAS”) contamination in municipal and groundwater supplies. Independent testing by GE Vernova’s Advanced Research Center has confirmed that AirJoule's process delivers pure, PFAS-free, distilled water. In 2025, we began discussions with the Texas Commission on Environmental Quality around pursuing potable water certification, which is a key regulatory milestone for municipal and industrial water applications. We also intend to achieve NSF certification of our AirJoule systems.

Industry Background

Water Harvesting

According to the United Nations, nearly three-quarters of the world’s population lives in countries classified as water-insecure or critically water-insecure, with as many as four billion people already experiencing severe water scarcity for at least one month per

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year. As a result of the rising degradation and disappearance of natural ecosystems that provide clean water and alleviate floods and other risks, the World Resources Institute estimates that demand for water will increase by up to 30% by 2050.

Source - United Nations Report on Global Water Bankruptcy (January 2026)

The Earth’s atmosphere continuously cycles and redistributes water vapor through the natural process of evaporation from oceans, lakes and rivers, facilitating the ongoing replenishment and global distribution of water resources. While the water vapor in the atmosphere represents an enormous untapped resource of freshwater, the challenge has been to access it cost-effectively. The methods used to try to harvest potable water from air generally utilize conventional refrigerant-based systems or desiccant-based systems and have failed to achieve a competitive cost of the harvested water due to their energy requirements.

We believe that AirJoule’s transformational technology and high energy efficiency for separating water from air provides the superior energetics necessary to tap into the largest aquifer on the planet.

Industrial Dehumidification

Whenever our technology separates and collects water from air, the air is dehumidified. Dehumidification plays a critical role in maintaining optimal environmental conditions across a variety of industries, including manufacturing, food processing, pharmaceuticals, data centers and storage facilities. Dehumidification systems are designed to regulate humidity levels, preventing issues such as corrosion, mold growth and equipment damage that can arise from excessive moisture. Demand for industrial dehumidifiers is driven by the need to ensure product quality and comply with stringent environmental and safety standards. The sector is characterized by an urgent need for innovation to increase energy efficiency.

While separating water from air, AirJoule’s technology produces dehumidified air at high efficiencies yielding significant operating expense savings for customers that require dehumidified air in their operations.

HVAC

According to The Brainy Insights, the global HVAC system market was valued at approximately $214 billion in 2022 and is expected to reach a value of approximately $358 billion by 2032 at a compound annual growth rate of 5.27% from 2023 to 2032. The Rocky Mountain Institute estimates that cooling demand in developing economies will increase 5x by 2050, with global stock of air conditioners in buildings growing by approximately 4 billion units by 2050, which amounts to nearly 4 new air conditioners sold every second for the next 25 years. Further, according to the U.S. Energy Information Administration, the single largest demand for power in the United States is HVAC for buildings, accounting for approximately 32.1% of total residential energy use. In 2020, cooling the interior of residential and commercial buildings accounted for about 10% of the United States’ total energy usage. The

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AirJoule system has the potential to make HVAC systems more efficient by reducing energy use and lowering costs for air conditioning by up to 50%, depending on the environmental conditions and method of integration into the HVAC system.

There are various types of HVAC systems, but the basic mechanisms are similar across all types. A mechanical system is used to draw in air, which is dehumidified and adjusted to the desired temperature. The dehumidification step occurs when the temperature is lowered using refrigerants and water vapor in the air condenses into water. During this process, condensation heat is generated. Thus, the cooling mechanism must be powerful enough so that the cooling effect exceeds the rise in temperature resulting from condensation heat in order to lower the net temperature of the environment in which this system is being used. Therefore, a significant amount of energy is required to offset condensation heat and lower the indoor temperature, particularly in increasingly hot and humid environments. A recent study found that the removal of humidity in air conditioning requires more energy than the temperature reduction itself and is responsible for more than 1% of all global greenhouse gas emissions.

When integrated with an air conditioning system, AirJoule technology produces dehumidified air, lowering the overall energy requirements for the system and reducing operating expenses for customers. Additionally, AirJoule integration into an air conditioning system is expected to reduce the need for environmentally-harmful refrigerants.

Growth Strategy and Outlook

We anticipate significant growth opportunities by offering the AirJoule technology in global markets where demand for water, dehumidified air and cooling are highest. With our technology platform, we believe that we are uniquely positioned to provide solutions that satisfy our customers’ needs and expectations in fast-growing and water and energy-intensive industries, such as data centers and advanced manufacturing, along with military and HVAC applications. We estimate the combined total addressable market to be approximately $450 billion.

In the data center arena, we aim to address escalating energy and water efficiency challenges associated with increased computing density by using low-grade waste heat to produce pure distilled water and enabling data center operators to reduce their cooling costs and improve water sustainability. Similarly, in advanced manufacturing environments, where product quality and process precision depend on consistent humidity and ultra-pure water, our technology can help customers with cost-effective dehumidification. The military sector presents a distinct opportunity, as AirJoule is able to operate in a variety of climate conditions to support troops in remote and water-scarce environments, ensuring mission readiness and resilience. In the HVAC space, where building owners and facility managers are under pressure to cut energy consumption and improve indoor air quality, AirJoule’s superior moisture removal capability can reduce power consumption and the use of refrigerants in air conditioning systems.

To accelerate market penetration and scale our manufacturing capabilities, we plan to leverage our strategic partnerships. These partnerships offer access to industry-specific R&D expertise, mature supply chains, established sales channels and extensive service networks, allowing us to quickly move from pilot deployments to full-scale commercialization. We intend to co-develop sector-specific solutions, capitalizing on our partners’ market insights and reputational strength to better serve diverse customer needs. By combining our innovative AirJoule technology with their global reach and operational expertise, we expect to unlock value across multiple industries, establish our position as a leader in water-focused solutions and deliver long-term growth and value to our shareholders.

Our Competitive Strengths

Our Products

Our AirJoule system enables humanity to cost-effectively access the vast freshwater resource available in the earth’s atmosphere. Its proprietary pressure swing system and use of advanced sorbents yields a high level of energy efficiency when compared to existing water harvesting and dehumidification systems that rely on refrigerants or desiccants. Because our technology produces pure distilled water and dehumidified air, AirJoule’s applications are numerous; our products can be deployed on a standalone basis to harvest water from air or provide customers with dehumidified air. We expect it can be integrated into a data center or other industrial operation to utilize low-grade waste heat, simultaneously acting as a chiller to reduce cooling load and producing pure water at a very low cost. We also expect it can be integrated into HVAC systems to manage humidity more efficiently and reduce both operating and capital expenses for customers. AirJoule’s transformational technology can be deployed to the nexus of energy and water to solve some of the world’s greatest challenges.

In the fourth quarter of 2024, we achieved breakthrough levels of efficiency by integrating low-grade waste heat into our fifth generation prototype, demonstrating the ability to produce pure distilled water from air with an energy requirement of less than 160 Wh/L (at test conditions of 80°F and 60% relative humidity). Compared to existing technologies, AirJoule is up to 4x more efficient at separating water from air than refrigerant-based systems (400-700 Wh/L) and up to 8x more efficient than desiccant-based systems (more than 1,300 Wh/L).

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During 2025, we formalized two distinct products built on the AirJoule platform. The AirJoule Core, designed for both industrial dehumidification and distributed water generation applications, produces up to 250 liters of pure distilled water per day. The Core delivers up to 80% energy savings and up to 60% lower total cost of ownership compared to incumbent desiccant-based dehumidification systems. The AirJoule Prime is designed for on-site production of industrial-scale quantities of distilled water using low-grade waste heat, with expected production of 2,000 liters of pure water per day depending on environmental conditions. Both systems can be mounted on mobile trailers for seamless delivery and continuous operation at customer sites, and they can be configured modularly to increase total water production capacity.

Our Business Model

We believe we have a capital efficient and highly scalable business model. For water harvesting and dehumidification applications, we intend to manufacture and sell full AirJoule systems to customers and generate additional recurring revenue through maintenance and service agreements. We are also developing a Water Purchase Agreement (“WPA”) business model, where customers purchase water on a volumetric basis rather than purchasing AirJoule systems outright. This approach, similar to Power Purchase Agreement structures that have been successful in the power sector, is designed to accelerate customer adoption by reducing a customer’s upfront capital requirements.

For HVAC applications, we have a binding commercialization agreement with Carrier to integrate our AirJoule technology into air conditioning systems. Under this arrangement, we expect to supply sorbent-coated contactors manufactured through our joint venture with GE Vernova, while Carrier would procure other key system components from its existing suppliers. Our manufacturing facility in Newark, Delaware includes a coating line capable of producing these contactors. We expect this facility to support a portion of our coated contactor volume requirements into 2028. As our manufacturing output increases, we may choose to build a high volume manufacturing line for coated contactors or partner with industry leading suppliers.

Our Partners

We have numerous strategic partners that have supported our development of the AirJoule systems, including the field deployments and demonstrations that we completed during 2025, and we believe these and new partners will support our development and deployment of AirJoule systems worldwide as a key solution to address global warming and water scarcity. Our historical and current partners include GE Vernova (a global provider of advanced technologies and service for renewable energy, power generation, grid solutions and decarbonization), CATL (an international lithium-ion electric vehicle battery manufacturer), Carrier (a global provider of HVAC technology and equipment), PNNL (a leading Department of Energy national laboratory) and BASF (an international chemical producer), and we describe the nature of these partnership further below.

GE Vernova. On January 25, 2024, we entered into the Framework Agreement with GE Vernova, and, solely for the purposes specified therein, GE Vernova LLC, a Delaware limited liability company (“GE Vernova Parent”), pursuant to which we and GE Vernova agreed, subject to the terms and conditions of the Framework Agreement, including certain closing conditions specified therein, to form the AirJoule, LLC (the “AirJoule JV”) in which each of us and GE Vernova hold a 50% interest. The AirJoule JV was formed to incorporate GE Vernova’s proprietary sorbent materials into systems that utilize our AirJoule water capture technology and to manufacture and bring products incorporating the combined technologies to market in the Americas, Africa and Australia.

Upon the JV closing, each party to the Framework Agreement entered into (i) a joint venture agreement, which provided the AirJoule JV with the exclusive right to manufacture and supply products incorporating the combined technologies to leading original equipment manufacturers and customers in the Americas, Africa and Australia, (ii) master services agreements, pursuant to which we and GE Vernova each agreed to provide certain services to the AirJoule JV for a period of at least two years following the JV closing and (iii) an intellectual property agreement, pursuant to which, we and GE Vernova Parent each agreed to license certain intellectual property to the AirJoule JV. In addition, pursuant to the joint venture agreement, we contributed $10.0 million to the AirJoule JV at the JV closing. On April 25, 2025, we and GE Vernova entered into the A&R Joint Venture Agreement, which reflected $10 million in additional capital contributions to the AirJoule JV, including $5 million that came from GE Vernova’s participation in our April 2025 PIPE Subscription Agreement. Also in April 2025, we and GE Vernova commenced a strategic project to explore the integration of AirJoule technology into GE Vernova products, with a focus on utilizing waste heat to produce water for industrial activities such as data centers, power generation and advanced manufacturing. In November 2025, we and GE Vernova extended the master services agreements to cover services by each entity to the AirJoule JV through December 31, 2026.

Pursuant to the A&R Joint Venture Agreement, we 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 us and GE Vernova. In 2025, we made capital contributions totaling $17.8 million to the AirJoule JV to support productization and commercialization activities. Of this amount, $5 million came from GE Vernova’s participation in the April 2025 PIPE Subscription Agreement and is therefore excluded from the calculation of our remaining commitment pursuant to the terms of the A&R Joint

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Venture Agreement. Therefore, the Company’s remaining commitment for capital contributions to the AirJoule JV is $77.3 million as of December 31, 2025.

In general, for the first six years of the joint venture, GE Vernova has the right, but not the obligation, to make capital contributions to the AirJoule JV. Until GE Vernova elects to participate and contributes its pro-rata share of all past capital contributions and commits to contribute its pro-rata share for all future capital contributions (the “GE Match Date”), we shall be solely responsible for funding the AirJoule JV, and we shall have a distribution preference under the A&R Joint Venture Agreement for the amount of its post-closing capital contributions plus a 9.50% preferred return on such amounts.

CATL. On October 27, 2021, we entered into a joint venture agreement with CATL, pursuant to which we and CATL formed CAMT. While we and CATL both continue to own 50% of CAMT’s issued and outstanding shares, neither we nor CATL funded this joint venture or contributed any assets to the joint venture. Similarly, no business plan or operating budget have ever been set by CAMT’s board of directors. The original purpose of Legacy Montana’s joint venture with CATL US was to commercialize certain technology in Asia and Europe and, pursuant to the Amended and Restated Joint Venture Agreement for CAMT, CAMT has the exclusive right to commercialize the technology in those territories. For more information on the terms of the joint venture, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Contractual Obligations and Commitments-Joint Venture Agreements.”

Carrier. On January 7, 2024, we and CAMT entered into binding term sheets for a commercialization and collaboration agreement (together, the “Binding Term Sheets”) with Carrier, pursuant to which, among other things, the parties agreed to negotiate in good faith to finalize and enter into, as promptly as reasonably practicable, definitive agreements relating to the development of a system that incorporates AirJoule technology into HVAC equipment (the “Applicable Products”) and the viability of the commercialization of the Applicable Products. Subject to certain milestones to be set forth in the definitive agreements relating to the proposed collaboration, the Binding Term Sheets provide that Carrier will have (i) the exclusive right to commercialize the Applicable Products in North and South America (subject, in each case, to exclusively sourcing primary components of the AirJoule technology from us, our designated affiliates and joint venture entities of which we are a member) for a period of three years from the earlier of (a) the date of the definitive agreement relating thereto and (b) the first commercialization of the Applicable Products by Carrier and (ii) a non-exclusive right to commercialize the Applicable Products in Europe, India and the Middle East (subject, in each case, to exclusively sourcing primary components of the AirJoule technology from CAMT or its affiliates) for a period of three years from the first commercialization of the Applicable Products by Carrier. Despite entry into the Binding Term Sheets, we and CAMT ultimately may not enter into definitive agreements with Carrier on terms consistent with the Binding Term Sheets or at all. We also entered into a letter agreement with Carrier on January 7, 2024, pursuant to which Carrier was granted the right to nominate one (1) designee, subject to the approval of the Company, for election to the board of directors for so long as Carrier satisfies certain investment conditions, following the Business Combination. Pursuant to the terms of the agreement, Carrier has nominated its director.

PNNL. PNNL scientists originally conceived of and patented the concept for a self-regenerating dehumidifier. In the first quarter of 2021, we obtained an exclusive worldwide license from PNNL with respect to the self-regenerating dehumidifier technology. Since then, we have added our own significant advancements to the technology, and we hold independent intellectual property relating to, among other things, heating, cooling and low-cost harvesting of potable water from the air. See “Intellectual Property.”

BASF. According to Chemical & Engineering News’ 2025 list of the top 50 global companies, BASF was the world’s largest chemical producer in 2024 based on sales. On September 27, 2022, we entered into a joint development agreement with BASF for the production of engineered super-porous MOF materials to our specifications that are applied as a coating to our contactors to perform the energy and water-harvesting function (the “Joint Development Agreement”). During 2024 and 2025, BASF produced our proprietary MOF for our AirJoule systems pursuant to the terms of the Joint Development Agreement, which expired on September 27, 2025. For a period of ten years following the expiration of the Joint Development Agreement, as long as BASF is able and willing to supply MOF materials developed under the Joint Development Agreement with a competitive performance profile at a competitive price, we are required to procure all of our MOF materials exclusively from BASF. As we scale up our operations ahead of full-scale commercialization, we are evaluating additional and alternate global suppliers of our proprietary MOF, and we anticipate our needs for MOF for our AirJoule systems may be fulfilled through a combination of global suppliers.

Our Patents

We hold and license foundational patent applications relating to atmospheric latent energy and water harvesting that uniquely position us to capture and drive a meaningful amount of the growth in the rapidly developing atmospheric water harvesting sector. In the first quarter of 2021, we obtained an exclusive worldwide license from PNNL with respect to the self-regenerating dehumidifier technology. We also have two master patent PCT applications and have filed patent applications in all relevant markets relating to the AirJoule systems. Our patent applications cover various technologies and components, including latent energy and water harvesting systems, evaporative cooling and water recapture systems, evaporative heat pump systems, water heating systems, low relative humidity drying systems, pre- and mid-cool integration coils, advanced vacuum pump systems, isothermal condenser design, gate and

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seal systems and methods, HVAC systems with AirJoule integration and microchannel harvesters and contactors. See “Intellectual Property.”

Sales and Marketing

As an early leader in the rapidly growing ecosystem of atmospheric water harvesting, we believe we are well-positioned to capture and drive a meaningful amount of growth in the sector. Our Chief Commercialization Officer serves as Vice President of the International Atmospheric Water Harvesting Association, reflecting our leadership position in this emerging field. As water harvesting gains traction, the first-mover advantage in developing efficient, scalable and cost-effective systems will be critical. Our advanced technology positions us favorably in the market, as we offer solutions that can be tailored to a wide range of applications, from large-scale industrial water production to integration within existing HVAC systems. We are actively engaged in commercial discussions with customers for multi-unit AirJoule deployments across data centers, food and beverage manufacturing, residential construction, chemical manufacturing and defense applications.

In addition to the direct benefit our technology is expected to provide to our customers, we believe our product and service will also enable customers to manage and improve their sustainability profile. Many companies have become increasingly conscious of their environmental footprint as a result of expectations placed upon them by their customers, investors and other stakeholders. The Governance & Accountability Institute found that in 2024, 99% of S&P 500 companies and 94% of Russell 1000 companies published reports to their investors describing their environmental, social and governance commitments. Companies are developing strategies to adapt their business models in response to customer and investor demands that these businesses transition to leveraging sustainable, clean energy and invest in solutions to global warming and water scarcity.

Data Centers

The data center industry is experiencing rapid growth, driven by the increasing global demand for digital infrastructure to support cloud computing, artificial intelligence and big data analytics. The market, fueled by significant investments in hyperscale data centers by major technology companies, is expected to grow at a double-digit compound annual growth rate of 11.7% between 2024 and 2034, according to a report from Precedence Research. Data centers consumed an estimated 76 billion gallons of water in 2023, and according to McKinsey & Co, more than 40% of all planned data centers in the United States are in areas with high or extremely high water stress. Many operators are now seeking technologies that improve water efficiency, reduce reliance on municipal supplies and build greater site resilience.

Furthermore, the push for energy-efficient and sustainable data center operations, including the adoption of renewable energy and innovative cooling solutions, is shaping the industry’s future. While evaporative cooling is the most efficient method for cooling data centers, it has high water requirements and puts stress on local water systems. New data center designs are increasingly shifting away from evaporative cooling towards liquid cooling or hybrid systems that utilize refrigerant cooling, which use less water but require more energy. AirJoule can utilize low-grade waste heat from data centers to produce dehumidified air and pure distilled water at a very low levelized cost, enabling a refreshed look at energy-efficient adiabatic cooling. The use of waste heat to create water for adiabatic cooling can improve the data center’s power usage effectiveness through reduced thermal load and more efficient cooling. Further, on-site water generation from AirJoule can reduce reliance on municipal water systems, which are increasingly strained by the development of water-intensive operations such as data centers and advanced manufacturing facilities.

In June 2025, we signed a memorandum of understanding with Nexus Data Centers, a developer of a hyperscale data center in Texas, to collaborate on integrating AirJoule technology into data center designs to generate pure distilled water from low-grade waste heat.

In September 2025, we were selected as one of three winners, from more than seventy applicants, of the Net Zero Innovation Hub for Data Centers competition, a technology acceleration program backed by Google, Microsoft, Data4, Vertiv, Schneider Electric and Danfoss. We were the only US-based company and the only company focused on water solutions selected by the program. In January 2026, we commenced participation in the program in Fredericia, Denmark, and we anticipate deploying an AirJoule system at the program’s testbed facility in Denmark in 2026.

Advanced Manufacturing

Advanced manufacturing in the United States is experiencing significant growth, driven by increased investments in domestic production, technological innovation and supply chain resilience. Key sectors such as semiconductors, aerospace, biotechnology, food and beverage and renewable energy components are expanding as companies seek to capitalize on government incentives, such as the CHIPS Act, and reduce dependency on foreign suppliers.

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Pure water and precise humidity control are critical in advanced manufacturing processes, where even slight deviations in environmental conditions can compromise product quality, equipment performance and operational efficiency. Industries such as semiconductor fabrication, pharmaceutical production and aerospace manufacturing rely on ultra-pure water for cleaning, chemical mixing and cooling, as impurities can lead to defects or inefficiencies in highly sensitive processes. Similarly, controlled dehumidification is essential to maintain optimal moisture levels, preventing corrosion, condensation and contamination of materials and components. The need for these systems is further heightened in cleanroom environments, where stringent air quality standards demand advanced filtration and humidity regulation to ensure compliance.

AirJoule technology can be integrated into manufacturing operations to harvest pure distilled water from the atmosphere, recapture water vapor from exhaust air and provide a more efficient source of dehumidified air compared to existing desiccant-based dehumidification systems. This results in lower operating expenses and improved water sustainability for manufacturers.

Military

The U.S. military has significant water needs to support personnel, equipment and operations across diverse environments, ranging from domestic bases to remote and austere locations. Water is essential for drinking, sanitation, cooking, medical care and equipment maintenance, with daily consumption requirements increasing in arid and combat zones. Currently, these needs are fulfilled through a combination of local water sourcing, logistical supply chains and advanced water purification technologies which involve significant costs of up to $5 per liter of water.

AirJoule’s market-leading technology for harvesting water from air, even in the arid environments, make it ideally suited to improve water security and reduce costs for the U.S. military. AirJoule has been demonstrated for senior military leaders through the AIR2WATER program led by the US Department of Defense Advanced Research Projects Agency, as well as Thunderstorm 24-4, a showcase focused on innovative technology for expeditionary military operations. In October 2025, we entered into a Cooperative Research and Development Agreement (“CRADA”) with the US Army Engineer Research and Development Center (“ERDC”), one of the world’s premier military research institutions. This collaboration is focused on integrating AirJoule’s waste-heat-to-water platform with tactical waste heat recovery systems to deliver resilient, fuel-efficient water supply solutions for forward-deployed military personnel. In 2025, we also signed an agreement with a U.S. defense contractor to evaluate AirJoule’s energy-efficient dehumidification capabilities for critical anti-corrosion applications, addressing a multibillion-dollar corrosion challenge facing the military.

HVAC

According to the International Energy Agency, air conditioning currently accounts for approximately 10% of global electricity demand, and global demand for air conditioning is expected to triple by 2050. This growth is likely to be accompanied by an increase in global emissions from the additional power generation required, exacerbating climate change. Integrating AirJoule into air conditioning systems can lower power consumption by up to 50% and mitigate some of the negative impacts from the growth in demand for air conditioning.

There are various types of air conditioning systems, but the basic mechanisms are similar across all types. A mechanical system is used to draw in air, which is dehumidified and adjusted to the desired temperature. The dehumidification step occurs when the temperature is lowered using refrigerants and water vapor in the air condenses into water. During this process, condensation heat is generated. Thus, the cooling mechanism must be powerful enough so that the cooling effect exceeds the rise in temperature resulting from condensation heat in order to lower the net temperature of the environment in which this system is being used. Therefore, a significant amount of energy is required to offset condensation heat and lower the indoor temperature, particularly in increasingly hot and humid environments. A recent study found that the removal of humidity in air conditioning requires more energy than the temperature reduction itself and is responsible for more than 1% of all global greenhouse gas emissions.

When integrated into an air conditioning system, AirJoule technology produces dehumidified air, lowering overall energy requirements for the system and reducing operating expenses for customers. Additionally, AirJoule integration into air conditioning systems reduces the need for environmentally-harmful refrigerants.

Through our partnership with Carrier, they have an exclusive right to commercialize our AirJoule for HVAC applications in the Americas for three years after the date of commercialization, and we are positioned to be a tier-1 supplier of coated contactors to Carrier as part of this HVAC integration.

Manufacturing

During 2025, we manufactured and deployed multiple AirJoule Core systems from our 45,000 square foot manufacturing facility in Newark, Delaware. This includes systems deployed to Hubbard, Texas; Tempe, Arizona; Pescadero, California; and Dubai, UAE. We

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also advanced the productization of our Core and Prime platforms, including initiatives to improve reliability, maximize water productivity and reduce the bill of materials in preparation for scalable commercial deployment beginning in late 2026.

We expect to continue with larger-scale field deployments and commence commercial sales of AirJoule systems in 2026, and we anticipate that our partnerships, including our joint venture with GE Vernova and our exclusive distribution agreement with TenX Investment in the Middle East, will enable us to scale production to meet customer demand. Our AirJoule systems are being manufactured by our joint venture with GE Vernova at the manufacturing facility in Newark, Delaware. This facility has the capacity to support the expected volumes of AirJoule systems for 2026 and 2027. Once we have visibility into customer demand and have received certain customer commitments, we may choose to expand our manufacturing capacity or pursue contract manufacturing.

Research and Development

Our management team knows the ability to grow and maintain a leading position in our industries depends on our continuing investment in research and development activities. The goals of our research and development efforts include continuing to optimize our AirJoule systems and corresponding technology and protecting and developing our intellectual property rights in our product and technology. Through a statement of work with GE Vernova, the AirJoule JV is supported by a number of full time employee equivalent engineers and scientists at the GE Vernova Advanced Research Center who are focused on technology advancement and product support, with specific expertise in sorbent and coating development, systems and process engineering, advanced component and system modeling and component development.

Intellectual Property

As of December 31, 2025, our technology is supported by several master patents and applications in the United States and all foreign countries that we believe to be relevant markets for our AirJoule technology. Our patents and patent applications cover various technologies and components, including latent energy and water harvesting systems, evaporative cooling and water recapture systems, gate and seal systems and methods and HVAC systems with AirJoule integration. As part of the joint venture agreement with GE Vernova, GE Vernova contributed intellectual property related to MOF-coating technology and other processes. We are also pursuing additional patent applications relating to recent technology developments, and we expect to continue to pursue further patent applications as the development and optimization of the AirJoule technology continues. We are also claiming trademarks around the AirJoule name and derivatives.

We rely on non-disclosure agreements with employees, independent contractors, customers and other third parties to protect our intellectual property and proprietary rights. Circumstances outside our control could pose a threat to our intellectual property rights. For more information, see “Risk Factors — Risks Related to Intellectual Property — Our patent applications may not result in issued patents, and our issued patents may not provide adequate protection, which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours.”

Competition

Atmospheric Water Harvesting

Harvesting water from air, which is often referred to as atmospheric water harvesting, is an emerging sector focused on extracting water from ambient air to address the growing global demand for sustainable water solutions. The current market for systems that harvest water from air is highly fragmented, with most competitors offering products that rely on condensation-based methods, using energy and refrigerants to cool air below its dew point and collect the resulting water droplets. Other products incorporate desiccant materials that absorb humidity from the air, and then release it as liquid water when heated. The primary drawback from these existing technologies is that they require significant amounts of energy to operate, which negatively impacts cost-efficiency.

We believe that AirJoule's transformational technology and high efficiency for harvesting water vapor provide superior energetics compared to incumbent technologies and positions us to capture a meaningful amount of the growth in this evolving sector.

Dehumidification

Several established players have a significant presence in the industrial dehumidification market, leveraging extensive experience, broad product portfolios and strong global distribution networks. Our AirJoule technology produces dehumidified air at a fraction of the energy required for conventional desiccant-based systems, which can yield significant operating expense savings for customers that require dehumidified air in their operations.

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HVAC

The production and sale of HVAC equipment is highly competitive. HVAC manufacturers primarily compete on the basis of price, depth of product line, product efficiency and reliability, product availability and warranty coverage. The largest companies in the HVAC market include Carrier, Trane Technologies plc, Lennox International, Inc., Mitsubishi Electric Corporation and Rheem Manufacturing Company, among others. A number of factors affect competition in the HVAC market, including the development and application of new technologies and an increasing emphasis on the development of more efficient HVAC products.

In addition, there are several startups focused on disrupting the air conditioning industry by introducing innovative new products that attempt to compete with and displace the large incumbent companies. These startups include Blue Frontier, Mojave Systems and Transaera.

While the AirJoule’s superior energy efficiency for dehumidification has the potential to transform air conditioning, our strategy does not involve competing directly against the large incumbents. Rather, we have chosen to partner with Carrier and work with them to integrate AirJoule into their air conditioning products. We intend to be a tier-1 supplier to Carrier for our key component – the sorbent-coated contactors. We also intend to license the designs for the other proprietary components to Carrier’s existing suppliers.

Seasonality

The AirJoule technology captures moisture from the air, and variations in ambient humidity levels can occur due to seasonal weather patterns. While certain geographic regions may experience fluctuations in water vapor content throughout the year, we do not anticipate these seasonal shifts to materially impact our future sales or operations. The industries we are targeting – including data centers, advanced manufacturing, the military and HVAC – maintain consistent, year-round demand for reliable humidity control and water availability. Additionally, our global footprint and ability to supply multiple markets help mitigate any localized seasonality effects. As a result, we expect overall demand and performance to remain relatively stable, despite potential seasonal variations in moisture levels.

Government Regulation

Our business activities are subject to various laws, rules and regulations across multiple jurisdictions. Compliance with these laws, rules and regulations has not had a material effect upon our capital expenditures, results of operations, or competitive position, and we do not currently anticipate material capital expenditures to comply with applicable environmental, health and safety laws and regulations. Nevertheless, compliance with existing or future governmental regulations, including, but not limited to, those pertaining to international operations, export controls, business acquisitions, consumer and data protection, environmental protection, employee health and safety and taxes could have a material impact on our business in subsequent periods. Please see “Risk Factors” for a discussion of these potential impacts.