AirJoule Technologies Corp. — fact timeline

AirJoule Technologies Corp. entered into Placement Agency Agreement with Titan Partners Group LLC, a division of American Capital Partners, LLC (effective 2026-05-28).

“In connection with the Offering, the Company also entered into a Placement Agency Agreement (the “ Placement Agency Agreement ”), dated as of May 28, 2026, with Titan Partners Group LLC, a division of American Capital Partners, LLC (the “ Placement Agent ”), pursuant to which the Placement Agent agreed to serve as the sole placement agent for the issuance and sale of the shares of Common Stock pursuant to the Purchase Agreement.”

AirJoule Technologies Corp. entered into Securities Purchase Agreement with certain institutional investors valued at approximately $14.2 million (effective 2026-05-28).

“On May 28, 2026, AirJoule Technologies Corporation (the “ Company ”) entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) with certain institutional investors (the “ Investors ”), pursuant to which the Company agreed to sell to the Investors, and the Investors agreed to purchase from the Company, through a registered direct offering (the “ Offering ”) subject to and upon the terms and conditions set forth therein, 3,658,536 shares of its Class A common stock, par value $0.0001 per share (the “ Common Stock ”).”

AirJoule Technologies Corp. shareholders approved Auditor Ratification Proposal at the 2026-05-28 meeting.

“Proposal 2: Auditor Ratification Proposal For Against Abstain 52,357,868 11,878 2,633”

AirJoule Technologies Corp. shareholders approved Director Election Proposal at the 2026-05-28 meeting.

“The 2026 Annual Meeting of Shareholders of the Company was held on May 28, 2026”

AirJoule Technologies Corp. reported financial results for first quarter of 2026.

“AirJoule Technologies Corporation (NASDAQ: AIRJ) (“AirJoule Technologies” or “AIRJ”), a leading platform technology that unleashes the power of water from air, today announced its results for the first quarter of 2026 and provided a business update on its progress toward commercialization.”

AirJoule Technologies Corp. reported financial results for fourth quarter and year ended December 31, 2025.

“On March 30, 2026, AirJoule Technologies Corporation issued a press release announcing its financial and operational results for the fourth quarter and year ended December 31, 2025.”

AirJoule Technologies Corp. entered into Underwriting Agreement with Lucid Capital Markets, LLC valued at approximately $19.3 million (effective 2026-01-14).

“On January 14, 2026, AirJoule Technologies Corporation (the “Company”) and Lucid Capital Markets, LLC, as underwriter (the “Underwriter”), entered into an underwriting agreement (the “Underwriting Agreement”), pursuant to which the Company agreed to sell to the Underwriter, and the Underwriter agreed to purchase from the Company, subject to and upon the terms and conditions set forth therein, 6,153,847 shares of its Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) at the public offering price less underwriting discounts and commissions (the “Offering”).”

AirJoule Technologies Corp. engaged Deloitte & Touche LLP as its auditor.

“(a) Dismissal of Independent Registered Public Accounting Firm On May 20, 2025, the Audit Committee of the Board of Directors (the “ Audit Committee ”) of AirJoule Technologies Corporation (the “ Company ”) approved the appointment of Deloitte & Touche LLP (“ Deloitte ”) as the Company’s new independent registered public accounting firm for the fiscal year ending December 31, 2025 and notified BDO USA, P.C. (“ BDO ”) of its dismissal as the Company’s independent registered public accounting firm, effective as of May 20, 2025. BDO’s reports on the Company’s consolidated financial statements for each of the fiscal years ended December 31, 2024 and December 31, 2023 did not contain any adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During each of the fiscal years ended December 31, 2024 and December 31”

AirJoule Technologies Corp. dismissed BDO USA, P.C. as its auditor.

“☐ Item 4.01 Change in Registrant’s Certifying Accountant (a) Dismissal of Independent Registered Public Accounting Firm On May 20, 2025, the Audit Committee of the Board of Directors (the “ Audit Committee ”) of AirJoule Technologies Corporation (the “ Company ”) approved the appointment of Deloitte & Touche LLP (“ Deloitte ”) as the Company’s new independent registered public accounting firm for the fiscal year ending December 31, 2025 and notified BDO USA, P.C. (“ BDO ”) of its dismissal as the Company’s independent registered public accounting firm, effective as of May 20, 2025.”

AirJoule Technologies Corp.: Amended and restated Bylaws to reflect corporate name change from Montana Technologies Corporation to AirJoule Technologies Corporation (effective 2024-11-13).

“The Company also amended and restated its Bylaws to reflect the name change, also effective as of November 13, 2024 (the “ Amended Bylaws ”).”

AirJoule Technologies Corp.: Amended and restated certificate of incorporation to change corporate name from Montana Technologies Corporation to AirJoule Technologies Corporation and eliminate all provisions related to Class B Common Stock following conversion of all Class B shares into Class A Common Stock (effective 2024-11-13).

“On November 13, 2024, AirJoule Technologies Corporation (the “ Company ”) changed its corporate name from “Montana Technologies Corporation” to “AirJoule Technologies Corporation” through the filing of a Third Amended and Restated Certificate of Incorporation of the Company (the “ Amended Charter ”) with the Secretary of State of the State of Delaware.”

Jeff Gutke changed role as Chief Administrative Officer at AirJoule Technologies Corp..

“In connection with Mr. Pang’s appointment, Jeff Gutke, who previously served as the Company’s Chief Financial Officer, transitioned to become the Company’s Chief Administrative Officer.”

Stephen Pang was appointed as Chief Financial Officer at AirJoule Technologies Corp..

“Montana Technologies Corporation (the “ Company ”) announced the expansion of its management team, including the appointment of Stephen Pang as the Company’s Chief Financial Officer.”

Patrick C. Eilers was appointed as Chairman of the Board at AirJoule Technologies Corp..

“Patrick C. Eilers, a current member of the Board, was appointed to serve as Chairman of the Board.”

Kyle Derham was appointed as Class II Director at AirJoule Technologies Corp..

“appointed Kyle Derham as a Class II director of the Board, effective immediately.”

AirJoule Technologies Corp.: Company ceased being a shell company as a result of the Business Combination.

“As a result of the Business Combination, the Company ceased being a shell company.”

AirJoule Technologies Corp.: Board approved and adopted a new Code of Ethics and Conduct applicable to all employees, officers and directors on March 14, 2024 (effective 2024-03-14).

“In connection with the Closing, on March 14, 2024, the board of directors of the Company approved and adopted a new Code of Ethics and Conduct applicable to all employees, officers and directors of the Company.”

AirJoule Technologies Corp.: Board approved and adopted Amended and Restated Bylaws effective immediately prior to completion of the Business Combination on March 14, 2024 (effective 2024-03-14).

“On March 14, 2024, the Board approved and adopted the Amended and Restated Bylaws of Montana (the “Bylaws”), which became effective immediately prior to the completion of the Business Combination.”

AirJoule Technologies Corp.: Amended and restated certificate of incorporation became effective upon filing with Delaware Secretary of State on March 15, 2024 (effective 2024-03-15).

“The Second Amended and Restated Certificate of Incorporation of the Post-Combination Company (the “Certificate of Incorporation”), which became effective upon filing with the Secretary of State of the State of Delaware on March 15, 2024, includes the amendments proposed by the Charter Proposal.”

AirJoule Technologies Corp. underwent a change of control involving Legacy Montana LLC (formerly Montana Technologies LLC) and XPDB Merger Sub, LLC (closed 2024-03-14).

“Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, the Business Combination was consummated on March 14, 2024 (the "Closing").”

AirJoule Technologies Corp. entered into Lock-Up Agreements with the Sponsor and certain other holders of Montana capital stock valued at Approximately 32,382,023 shares of Class A common stock (effective 2024-03-14).

“On March 14, 2024, in connection with the consummation of the Business Combination and as contemplated by the Merger Agreement, Montana, the Sponsor and certain other holders of Montana capital stock entered into lock-up agreements (the “Lock-Up Agreements”).”

AirJoule Technologies Corp. entered into Amended and Restated Registration Rights Agreement with XPDI Sponsor II LLC and certain other holders of Montana capital stock valued at Not disclosed (effective 2024-03-14).

“On March 14, 2024, in connection with the consummation of the Business Combination and as contemplated by the Merger Agreement, Montana, XPDI Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), and certain other holders of Montana capital stock entered into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”).”

AirJoule Technologies Corp. engaged BDO USA, P.C. as its auditor.

“On March 14, 2024, the Audit Committee of the Board approved the engagement of BDO USA, P.C. (“BDO”) as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the year ended December 31, 2024, effective as of the Closing.”

AirJoule Technologies Corp. dismissed Marcum LLP as its auditor.

“On March 14, 2024, the Audit Committee of the Board dismissed Marcum LLP (“Marcum”), XPDB’s independent registered public accounting firm prior to the business combination, as the Company’s independent registered public accounting firm, effective upon the Closing.”

AirJoule Technologies Corp. shareholders approved The Extension Amendment Proposal at the 2024-03-12 meeting.

“The Extension Amendment Proposal : Votes For Votes Against Abstentions Broker Non-Votes 11,828,336 826,523 50 N/A”

AirJoule Technologies Corp. shareholders approved The Employee Stock Purchase Plan Proposal at the 2024-03-08 meeting.

“The Employee Stock Purchase Plan Proposal : For Against Abstain Broker Non-Votes 12,877,844 164,620 2 N/A”

AirJoule Technologies Corp. shareholders approved The Incentive Plan Proposal at the 2024-03-08 meeting.

“The Incentive Plan Proposal : For Against Abstain Broker Non-Votes 12,642,646 649,818 2 N/A”

AirJoule Technologies Corp. shareholders approved The Nasdaq Proposal at the 2024-03-08 meeting.

“The Nasdaq Proposal : For Against Abstain Broker Non-Votes 12,977,869 164,595 150,002 N/A”

AirJoule Technologies Corp. shareholders approved The Director Election Proposal at the 2024-03-08 meeting.

“The Director Election Proposal : Matthew Jore (Class I) For Against Abstain Broker Non-Votes 7,187,500 0 0 N/A Stuart Porter (Class I) For Against Abstain Broker Non-Votes 7,187,500 0 0 N/A Maxwell Baucus (Class II) For Against Abstain Broker Non-Votes 7,187,500 0 0 N/A Paul Dabbar (Class II) For Against Abstain Broker Non-Votes 7,187,500 0 0 N/A Patrick C. Eilers (Class III) For Against Abstain Broker Non-Votes 7,187,500 0 0 N/A Dr. Marwa Zaatari (Class III) For Against Abstain Broker Non-Votes 7,187,500 0 0 N/A”

AirJoule Technologies Corp. shareholders approved The Governance Proposal at the 2024-03-08 meeting.

“The Governance Proposal : Advisory Proposal 3A: Changes to Authorized Capital Stock For Against Abstain Broker Non-Votes 12,729,525 562,939 2 N/A Advisory Proposal 3B: Dual Class Stock Structure For Against Abstain Broker Non-Votes 12,242,146 900,318 150,002 N/A Advisory Proposal 3C: Required Vote to Amend the Charter For Against Abstain Broker Non-Votes 12,242,671 899,793 150,002 N/A Advisory Proposal 3D: Required Vote to Amend the Bylaws For Against Abstain Broker Non-Votes 12,242,671 899,793 150,002 N/A Advisory Proposal 3E: Director Removal For Against Abstain Broker Non-Votes 12,579,550 562,914 150,002 N/A Advisory Proposal 3F: Removal of Blank Check Company Provisions For Against Abstain Broker Non-Votes 12,977,869 164,595 150,002 N/A Advisory Proposal 3G: Change of XPDB’s Name For Against Abstain Broker Non-Votes 12,977,869 164,595 150,002 N/A”

AirJoule Technologies Corp. shareholders approved The Charter Proposal at the 2024-03-08 meeting.

“The Charter Proposal : Class A Common Stock Vote For Against Abstain Broker Non-Votes 12,790,990 501,474 2 N/A Class B Common Stock Vote For Against Abstain Broker Non-Votes 7,187,500 0 0 N/A”

AirJoule Technologies Corp. shareholders approved The Business Combination Proposal at the 2024-03-08 meeting.

“The Business Combination Proposal : For Against Abstain Broker Non-Votes 13,127,869 164,595 2 N/A”

AirJoule Technologies Corp. entered into Subscription Agreement (effective 2024-03-08).

“On March 8, 2024, in connection with the Business Combination (as defined below), Power & Digital Infrastructure Acquisition II Corp., a Delaware corporation (“XPDB”) entered into a subscription agreement (the “Subscription Agreement”) with a certain investor (the “PIPE Investor”), pursuant to which, among other things, the PIPE Investor has agreed to subscribe for and purchase from XPDB, and XPDB has agreed to issue and sell to the PIPE Investor, an aggregate of 588,235 newly issued shares of XPDB’s Class A common stock, par value $0.0001 (“Class A Common Stock”) on the terms and subject to the conditions set forth therein.”

AirJoule Technologies Corp. entered into First Amendment to Agreement and Plan of Merger with Montana Technologies, LLC valued at Amendment reducing Aggregate Transaction Proceeds condition from $85 million to $50 million (effective 2024-02-05).

“Item 1.01 Entry into a Material Definitive Agreement. On February 5, 2024, Power & Digital Infrastructure Acquisition II Corp. (“XPDB”), XPDB Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”) and Montana Technologies, LLC, a Delaware limited liability company (“Montana”) entered into that certain First Amendment to Agreement and Plan of Merger (the “Amendment”), amending that certain Agreement and Plan of Merger, dated June 5, 2023, by and among XPDB, Merger Sub and Montana (the “Business Combination Agreement”), to, among other things, (i) amend the definition of Aggregate Transaction Proceeds and (ii) reduce the Aggregate Transaction Proceeds condition from $85 million to $50 million.”

AirJoule Technologies Corp. entered into Letter Agreement with Carrier Corporation valued at Agreement to provide Carrier rights to nominate board designee post business combination (effective 2024-01-07).

“On January 7, 2024, Power & Digital Infrastructure Acquisition II Corp. (the “Company”) entered into a letter agreement (the “Letter Agreement”) with Montana Technologies LLC, a Delaware limited liability company (“Montana Technologies”) and Carrier Corporation, an affiliate of Carrier Global Corporation (NYSE: CARR), a global leader in intelligent climate and energy solutions (collectively with its affiliates, “Carrier”), pursuant to which Carrier, Montana Technologies and the Company agreed, among other things, to provide Carrier 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 between the Company and Montana Technologies.”

AirJoule Technologies Corp. amended Amendment No. 1 to Investment Management Trust Agreement with Continental Stock Transfer & Trust Company (effective 2023-12-14).

“On December 14, 2023, Power & Digital Infrastructure Acquisition II Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“CST”) entered into Amendment No. 1 to Investment Management Trust Agreement, dated December 9, 2021, by and between the Company and CST (the “Trust Amendment”)”

AirJoule Technologies Corp. entered into Investment Agreement with Contemporary Amperex Technology Co., Limited (CATL) and affiliates valued at CATL Parties agreed to ownership limit of 9.8% on economic or voting basis and restrictions on acqui (effective 2023-09-29).

“On September 29, 2023, Power & Digital Infrastructure Acquisition II Corp. (“XPDB”) entered into an Investment Agreement (the “Investment Agreement”) with Montana Technologies LLC (“Montana”), Contemporary Amperex Technology Co., Limited (“CATL”), CATL US Inc., an affiliate of CATL (“CATL US”) and Contemporary Amperex Technology USA Inc. an affiliate of CATL (“CATL USA,” and, together with CATL US and CATL, the “CATL Parties”), pursuant to which the CATL Parties agreed, among other things, that they will not, directly or indirectly, (i) acquire any additional units of XPDB following the consummation of its proposed business combination with Montana (the “Business Combination,” and such surviving company, the “Post-Combination Company”), (ii) seek election to, or to place a representative on, Montana’s board of managers or the board of directors of the Post-Combination Company, or (iii) acquire any securities of the Post-Combination Company if, following such acquisition, the CATL Parti”

AirJoule Technologies Corp.: Amended certificate of incorporation to extend business combination deadline from June 14, 2023 to December 14, 2023, with optional one-month extensions up to March 14, 2024, and to eliminate the redemption limitation on net tangible assets (effective 2023-06-09).

“On June 9, 2023, Power & Digital Infrastructure Acquisition II Corp., a Delaware corporation (the “Company”), filed with the Secretary of the State of Delaware an amendment (the “Charter Amendment”) to the Company’s amended and restated certificate of incorporation (the “Certificate”) comprised of the Extension Amendment and the Redemption Limitation Amendment (each, as defined below).”

AirJoule Technologies Corp. shareholders voted on To approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies..

“The Adjournment Proposal - to approve the adjournment of the Special Meeting to a later date or dates, if necessary, (to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Proposals). Votes For Votes Against Abstentions Broker Non-Votes 28,831,063 2,076,885 0 N/A”

AirJoule Technologies Corp. shareholders approved To approve and ratify the appointment of Marcum LLP as the Company's independent accountants for the fiscal year ending December 31, 2023. at the 2023-12-31 meeting.

“The Auditor Ratification Proposal - to approve and ratify the appointment of Marcum LLP as the Company's independent accountants for the fiscal year ended December 31, 2023. Votes For Votes Against Abstentions Broker Non-Votes 30,302,334 352,022 253,592 N/A”

AirJoule Technologies Corp. shareholders approved To re-elect Paul Gaynor as a Class I director to serve for a term of three years until 2026 or until his successor is elected and qualified..

“The Director Election Proposal - to re-elect Paul Gaynor as a Class I director of our board, to serve for a term of three years until 2026 or until his successor is elected and qualified. Class B Votes For Class B Votes Withheld Class B Common Stock Abstentions Class B Broker Non-Votes 7,157,500 0 0 N/A”

AirJoule Technologies Corp. shareholders approved To amend the Certificate to eliminate the Redemption Limitation to allow the Company to redeem public shares irrespective of net tangible assets test..

“The Redemption Limitation Amendment Proposal - to approve and adopt the Redemption Limitation Amendment. Votes For Votes Against Abstentions Broker Non-Votes 28,706,884 2,201,064 0 N/A”

AirJoule Technologies Corp. shareholders approved To amend the Certificate to extend the date by which the Company must consummate a business combination from June 14, 2023 to December 14, 2023, and allow further extensions..

“The Extension Amendment Proposal - to approve and adopt the Extension Amendment. Votes For Votes Against Abstentions Broker Non-Votes 28,706,884 2,201,064 0 N/A”

AirJoule Technologies Corp. entered into Agreement and Plan of Merger with Montana Technologies LLC valued at approximately $421.9 million (effective 2023-06-05).

“On June 5, 2023, Power & Digital Infrastructure Acquisition II Corp., a Delaware corporation (“XPDB”), and XPDB Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of XPDB (“Merger Sub”), entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”) with Montana Technologies LLC, a Delaware limited liability company (the “Company”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of XPDB (the “Merger” and, along with the transactions contemplated in the Merger Agreement, the “Transactions”).”

AirJoule Technologies Corp. reported that prior financial statements should not be relied upon.

“On March 27, 2023, in connection with the preparation of year-end financial results, management of Power & Digital Infrastructure Acquisition II Corp. (the "Company") determined that that the Company’s quarterly reports on Form 10-Q for the periods ended June 30, 2022 and September 30, 2022, as filed with the Securities and Exchange Commission (the "SEC") on August 12, 2022 and November 9, 2022, respectively, and the Company’s quarterly unaudited financial statements and related footnotes as of and for the quarterly periods ended June 30, 2022 and September 30, 2022 provided therewith should no longer be relied upon and should be restated due to an overstatement of the Company’s legal expenses for such quarters by $87,187.”