AirJoule Technologies Corp-A美股招股说明书(2025-01-14版)

AIRJOULE TECHNOLOGIES CORPORATION Thisprospectus supplement updates,amends and supplements the prospectus dated July 12,2024(the“Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-278633).Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specifiedin the Prospectus. This prospectus supplement is being filed to update, amend and supplement the information included in theProspectus with the information contained in our Quarterly Report on Form 10-Q for the period ended September30, 2024, filed with the Securities and Exchange Commission on November 13, 2024, which is set forth below. This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read inconjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified byreference thereto, except to the extent that the information in this prospectus supplement updates or supersedes theinformation contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for futurereference. AirJoule Technologies’ Common Stock and Warrants are quoted on NASDAQ under the symbols “AIRJ” and“AIRJW.” On January 10, 2025, the closing price of our Common Stock and Warrants was $7.82 and $1.20,respectively. WE ARE AN “EMERGING GROWTH COMPANY” UNDER FEDERAL SECURITIES LAWS AND ARESUBJECT TO REDUCED PUBLIC REPORTING REQUIREMENTS. INVESTING IN OUR SECURITIESINVOLVES CERTAIN RISKS. SEE “RISK FACTORS” BEGINNING ON PAGE 6 OF THE PROSPECTUS. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapprovedof these securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Anyrepresentation to the contrary is a criminal offense. The date of this prospectus supplement is January 13, 2025. FORM 10-Q (Mark One) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the quarterly period ended September 30, 2024 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the transition period from ______________ to ______________ Commission File Number 001-41151 AIRJOULE TECHNOLOGIES CORPORATION(Exact name of registrant as specified in its charter) Delaware86-2962208 (800) 942-3083(Registrant’s telephone number, including area code) Montana Technologies Corporation(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months(or such shorter period that the registrant was required to submit such files). YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the ExchangeAct: If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant toSection 13(a) of the Exchange Act. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YesNo As of November 8, 2024, there were 55,843,165 shares of the registrant’s Class A common stock, par value $0.0001per share, issued and outstanding. AIRJOULE TECHNOLOGIES CORPORATIONTABLE OF CONTENTS PagePart 1 - Financial Information1Item 1.Condensed Consolidated Financial Statements (Unaudited)1Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023(Unaudited)1Condensed Consolidated Statements of Operations for the Three and Nine Months EndedSeptember 30, 2024 and 2023 (Unaudited)2Condensed Consolidated Statements of Changes in Members’ and Stockholders’ Equity(Deficit) for the Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited)3Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30,2024 and 2023 (Unaudited)4Notes to the Unaudited Condensed Consolidated Financial Statements5Item 2.Management’s Discussion and Analysis of Financial Condition And Results of Operations32Item 3.Quantitative and Qual