{"filing":{"accession_number":"0001193125-26-249857","cik":"0001855474","ticker":"AIRJW","company_name":"AirJoule Technologies Corp.","form":"8-K","filing_date":"2026-06-01","report_date":null,"primary_document":"airj-20260528.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1855474/000119312526249857/airj-20260528.htm"},"events":[{"id":7782,"run_id":6830,"accession_number":"0001193125-26-249857","anchor_item_number":"1.01","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.93,"summary":"AirJoule Technologies entered into a Securities Purchase Agreement on May 28, 2026 to sell 3,658,536 shares of Class A common stock at $4.10 per share through a registered direct offering, raising approximately $14.2 million in net proceeds. The offering was announced via press release and represents a significant capital raise with material equity dilution to existing shareholders.","company_name":"AirJoule Technologies Corp.","ticker":"AIRJW","filing_date":"2026-06-01","form":"8-K","submitted_at":null,"items":[{"id":3116,"accession_number":"0001193125-26-249857","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"AirJoule Technologies entered into a Securities Purchase Agreement on May 28, 2026 to sell 3,658,536 shares of Class A common stock at $4.10 per share through a registered direct offering, raising approximately $14.2 million in net proceeds. This is a registered direct offering of equity securities that will dilute existing shareholders, fitting the dilutive_issuance classification. The transaction is material as it represents a significant capital raise and equity dilution event that would affect investor assessment of ownership and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:38:29.634730+00:00","company_name":"","ticker":null,"filing_date":""},{"id":3118,"accession_number":"0001193125-26-249857","item_number":"7.01","item_title":"Regulation FD Disclosure","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"The disclosure announces pricing of an \"Offering\" via press release on May 28, 2026, which is the standard mechanism for announcing equity or convertible securities issuances. While the specific terms are not detailed in this Item 7.01 excerpt, the reference to \"pricing of the Offering\" and the Regulation FD disclosure structure is consistent with dilutive equity issuances (private placements, PIPEs, or convertible offerings). This would materially affect investor assessment of share dilution and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:38:29.634730+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":7783,"run_id":6830,"accession_number":"0001193125-26-249857","anchor_item_number":"5.07","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.98,"summary":"AirJoule Technologies held its 2026 Annual Meeting of Shareholders on May 28, 2026, with voting results disclosed for the election of two Class II directors (Thomas E. Murphy and Denise B. Sterling) and ratification of Deloitte \u0026 Touche LLP as independent auditor, presented with detailed vote tallies.","company_name":"AirJoule Technologies Corp.","ticker":"AIRJW","filing_date":"2026-06-01","form":"8-K","submitted_at":null,"items":[{"id":3117,"accession_number":"0001193125-26-249857","item_number":"5.07","item_title":"Submission of Matters to a Vote of Security Holders","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.98,"reasoning":"Item 5.07 explicitly discloses the results of the 2026 Annual Meeting of Shareholders held on May 28, 2026, including voting outcomes for the election of two Class II directors (Thomas E. Murphy and Denise B. Sterling) and ratification of Deloitte \u0026 Touche LLP as independent auditor. The detailed vote tallies (For, Withheld/Against, Abstain, and Broker Non-Votes) are presented in tabular form, which is the standard format for shareholder vote result disclosures under Item 5.07.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:38:29.634730+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":3116,"accession_number":"0001193125-26-249857","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"AirJoule Technologies entered into a Securities Purchase Agreement on May 28, 2026 to sell 3,658,536 shares of Class A common stock at $4.10 per share through a registered direct offering, raising approximately $14.2 million in net proceeds. This is a registered direct offering of equity securities that will dilute existing shareholders, fitting the dilutive_issuance classification. The transaction is material as it represents a significant capital raise and equity dilution event that would affect investor assessment of ownership and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:38:29.634730+00:00","company_name":"AirJoule Technologies Corp.","ticker":"AIRJW","filing_date":"2026-06-01"},{"id":3117,"accession_number":"0001193125-26-249857","item_number":"5.07","item_title":"Submission of Matters to a Vote of Security Holders","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.98,"reasoning":"Item 5.07 explicitly discloses the results of the 2026 Annual Meeting of Shareholders held on May 28, 2026, including voting outcomes for the election of two Class II directors (Thomas E. Murphy and Denise B. Sterling) and ratification of Deloitte \u0026 Touche LLP as independent auditor. The detailed vote tallies (For, Withheld/Against, Abstain, and Broker Non-Votes) are presented in tabular form, which is the standard format for shareholder vote result disclosures under Item 5.07.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:38:29.634730+00:00","company_name":"AirJoule Technologies Corp.","ticker":"AIRJW","filing_date":"2026-06-01"},{"id":3118,"accession_number":"0001193125-26-249857","item_number":"7.01","item_title":"Regulation FD Disclosure","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"The disclosure announces pricing of an \"Offering\" via press release on May 28, 2026, which is the standard mechanism for announcing equity or convertible securities issuances. While the specific terms are not detailed in this Item 7.01 excerpt, the reference to \"pricing of the Offering\" and the Regulation FD disclosure structure is consistent with dilutive equity issuances (private placements, PIPEs, or convertible offerings). This would materially affect investor assessment of share dilution and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:38:29.634730+00:00","company_name":"AirJoule Technologies Corp.","ticker":"AIRJW","filing_date":"2026-06-01"}]}