AirJoule Technologies Corp-A 2024年度报告

FORM10-K (Mark One)☒ANNUAL REPORT UNDER SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 For the transition period from ______________ to ______________ Commission File Number001-41151 AIRJOULE TECHNOLOGIES CORPORATION(Exact name of registrant as specified in its charter) (800)942-3083(Registrant’s telephone number, including area code) N/A(Former name, former address and former fiscalyear, if changed since last report) Securities registered pursuant to Section12(b)of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the SecuritiesExchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports),and (2)has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (Section232.405 of this chapter) during the preceding 12months (or such shorter period thatthe registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act: Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If the securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☒ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the common equity held by non-affiliates of the registrant as of June 30, 2024, was approximately$184,459,860based on the closing price on The Nasdaq Global Select Market reported for such date. Shares of common stock held byeach officer and director and by each person who is known to own 10% or more of the outstanding common stock have been excludedin that such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily aconclusive determination for other purposes. As of March 1, 2025, there were55,997,661shares of the registrant’s ClassA common stock, par value $0.0001 per share, issued andoutstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the definitive Proxy Statement for the registrant’s 2025 Annual Meeting of Stockholders are incorporated by reference intoPart III of this Report. Table of Contents PageCERTAIN DEFINED TERMSiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSivPART I1Item 1.Business1Item1A.Risk Factors10Item 1B.Unresolved Staff Comments24Item 1C:Cybersecurity24Item 2.Properties24Item 3.Legal Proceedings24Item 4.Mine Safety Disclosures24PART II25Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities Market Information and Holders25Item 6.Reserved.25Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations26Item 7A.Quantitative and Qualitative Disclosures About Market Risk35Item 8.Financial Statements and Supplementary Data35Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure35Item 9A.Controls and Procedures35Item 9B.Other Information36Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections36PART III37Item 10.Directors, Executive Officers and Corporate