AirJoule Technologies Corp.

Current report

Failure to maintain effective internal controls could adversely affect our ability to meet our reporting requirements.

Current report

We are required to establish and maintain appropriate internal control over financial reporting. As an emerging growth company, we are currently not required to comply with the independent registered public accounting firm attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002. However, we are still required to maintain effective disclosure controls and procedures and internal control over financial reporting. Effective internal controls are necessary for us to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements in accordance with U.S. generally accepted accounting principles, as well as to help prevent fraud.

Current report

Maintaining effective internal control over financial reporting is complex, time-consuming and costly. Our internal controls may become inadequate because of changes in conditions, the growth of our business, the expansion of our operations or for other reasons. As described in Item 4 -Controls and Procedures during the quarter ended March 31, 2026, we identified a material weakness in our internal control over financial reporting. In addition, management’s assessment of our internal control over financial reporting may identify additional material weaknesses or significant deficiencies that could require remediation. We may not be able to remediate any identified material weaknesses or significant deficiencies in a timely manner, or at all.

Current report

If we fail to maintain effective internal control over financial reporting or are unable to remediate identified deficiencies in a timely manner, our ability to accurately and timely report our financial condition and results of operations could be adversely affected. This could result in errors in our financial statements, cause us to fail to meet our public reporting obligations, negatively affect investor confidence in our company and materially adversely affect the market price of our common stock.

Current report

During the three months ended March 31, 2026, no shares of capital stock were sold by the Company without registration under the Securities Act.

Previous report

On April 23, 2025, we entered into the April 2025 PIPE Subscription Agreements with the April 2025 PIPE Investors, pursuant to which, among other things, the April 2025 PIPE Investors agreed to subscribe for and purchase from the Company, and the Company agreed to issue and sell to the April 2025 PIPE Investors, an aggregate of 3,775,126 newly issued shares of Class A common stock at a purchase price of $3.98 per share on the terms and subject to the conditions set forth therein. The April 2025 PIPE Subscription Agreements entitled the April 2025 PIPE Investors to shelf registration rights with respect to the shares of Class A common stock they purchased. The transaction closed on April 25, 2025, and the shares of Class A common stock were issued and sold to the April 2025 PIPE Investors in reliance on Section 4(a)(2) of the Securities Act.

Previous report

On March 25, 2025, we entered into Equity Line Purchase Agreement with the Equity Line Investor. Under the terms and subject to the conditions of the Equity Line Purchase Agreement, the Company has the right, but not the obligation, to sell to the Equity Line Investor, over a 36-month period, up to an aggregate of $30,000,000 of our newly issued shares of common stock subject to certain conditions and limitations contained in the Equity Line Purchase Agreement, including that we may issue no more than 4,250,000 shares of our Class A common stock, after the date of this prospectus and during the term of the Purchase Agreement. These securities will be issued and sold in reliance on Section 4(a)(2) of the Securities Act.

Previous report

We expect to use the proceeds for the funding of future capital expenditures.

Previous report

Item4. Mine Safety Disclosures