AirJoule Technologies Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

AirJoule Technologies Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

34361 Innovation Drive, Ronan, Montana 59864

NOTICE OF THE 2026 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ONMay 28, 2026

To our Stockholders:

AirJoule Technologies Corporation (the “Company” or “AirJoule”) will hold its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on Thursday, May 28, 2026 at 11:00 AM Eastern Time. The Annual Meeting will be a virtual meeting conducted online at https://www.cstproxy.com/airjouletech/2026. The Annual Meeting will be held for the following purposes, as more fully described in the accompanying proxy statement (the “Proxy Statement”):

These proposals are more fully described in the Proxy Statement following this Notice.

All stockholders of record at the close of business on April 9, 2026, the record date for the Annual Meeting, will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.

Instead of mailing a printed copy of the proxy materials, including our Annual Report for the fiscal year ended December 31, 2025, to each stockholder of record, we are providing access to these materials via the internet. This reduces the amount of paper necessary to produce these materials, as well as the costs associated with mailing these materials to all stockholders. Accordingly, on or about April 15, 2026, a Notice Regarding the Internet Availability of Proxy Materials (the “Notice”) was mailed to our stockholders of record as of the record date. The Notice contains instructions on how to electronically access the proxy materials on the internet and how to vote the shares. Instructions for requesting a paper copy of the proxy materials are also contained in the Notice.

Your vote is important. Whether or not you expect to attend the Annual Meeting, please vote as promptly as possible by using the internet or telephone voting procedures described in the Notice and in this Proxy Statement or by requesting a printed copy of the proxy materials (including the proxy card) and completing, signing and returning the enclosed proxy card by mail. We thank you for your continued support and cordially invite you to attend the Annual Meeting.

By Order of the Board of Directors,

Chad W. MacDonaldChief Legal OfficerApril 15, 2026

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