AirJoule Technologies Corp-A美股招股说明书(2025-05-05版)

Filed Pursuant to Rule 424(b)(3)Registration No. 333-286145 AirJoule Technologies Corporation 4,250,000Shares of ClassA Common Stock by the Selling Stockholder4,051,006 Shares of Class A Common Stock by the PIPE Investors This prospectus relates in part to the offer and sale of up to 4,250,000 shares of our ClassA Common Stock, par value $0.0001 pershare (“the Class A Common Stock”), by B.Riley Principal CapitalII, LLC, whom we refer to in this prospectus as “B.RileyPrincipal CapitalII” or the “Selling Stockholder.” The shares of ClassA Common Stock to which this prospectus relates in part may be issued by us to B.Riley Principal CapitalIIpursuant to a common stock purchase agreement, dated as of March25, 2025, we entered into with B.Riley Principal CapitalII, whichwe refer to in this prospectus as the Purchase Agreement. Such shares of ClassA Common Stock include up to 4,250,000 shares ofClassA Common Stock that we may, in our sole discretion, elect sell to B.Riley Principal CapitalII, from time to time after the dateof this prospectus, pursuant to the Purchase Agreement, from time to time after the date of this prospectus and during the term of thePurchase Agreement. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of our ClassA CommonStock by the Selling Stockholder. However, we may receive up to $30,000,000 aggregate gross proceeds under the PurchaseAgreement from sales of ClassA Common Stock we may elect to make to B.Riley Principal CapitalII pursuant to the PurchaseAgreement after the date of this prospectus. See “The Committed Equity Financing” for a description of the Purchase Agreement and“Selling Securityholders — Selling Stockholder” for additional information regarding B.Riley Principal CapitalII. B.Riley Principal CapitalII may sell or otherwise dispose of the ClassA Common Stock described in this prospectus in a number ofdifferent ways and at varying prices. See “Plan of Distribution (Conflict of Interest) — Offer and Resale of Class A Common Stock bythe Selling Stockholder”for more information about how B.Riley Principal CapitalII may sell or otherwise dispose of the ClassACommon Stock pursuant to this prospectus. B.Riley Principal CapitalII is an “underwriter” within the meaning of Section2(a)(11)ofthe Securities Actof1933, as amended, or the Securities Act, with respect to the offer and sale by B.Riley Principal CapitalII of up to4,250,000 shares of ClassA Common Stock that may be issued by us to B.Riley Principal CapitalII pursuant to the PurchaseAgreement. This prospectus also relates in part to the offer and sale of up to 4,051,006 shares of ClassA Common Stock by the sellingstockholders (including their respective donees, pledgees, transferees and other successors-in-interest) named in this prospectus, whichshares are comprised of (i)3,775,126 shares of ourClassA Common Stock held by the April2025 PIPE Investors (as defined below)and (ii)275,880 shares of ourClassA Common Stock held by the March2024 PIPE Investor (as defined below). References herein tothe “Selling Securityholders” are to B.Riley Principal CapitalII, the April2025 PIPE Investors and the March2024 PIPE Investor,collectively. On April23, 2025, we entered into subscription agreements (the “April2025 PIPE Subscription Agreements”) with certain investors(the “April2025 PIPE Investors”), pursuant to which, among other things, the April2025 PIPE Investors agreed to subscribe for andpurchase from us, and we agreed to issue and sell to the April2025 PIPE Investors, an aggregate of 3,775,126 newly issued shares ofClassA Common Stock at a purchase price of $3.98 per share on the terms and subject to the conditions set forth therein. On March8, 2024, we entered into a subscription agreement (the “March2024 PIPE Subscription Agreement”) with a certain investor(the “March2024 PIPE Investor” and, together with the April2025 PIPE Investors, the “PIPE Investors”) pursuant to which, amongother things, we agreed to issue to the March2024 PIPE Investor up to a certain amount of “true up” shares of ClassA Common Stockin addition to the shares initially purchased under the March2024 PIPE Subscription Agreement based on the trading performance ofthe ClassA Common Stock on or prior to March14, 2025. In March2025, we issued 275,880 shares of our ClassA Common Stock tothe March2024 PIPE Investor in satisfaction of our obligations under the March2024 PIPE Subscription Agreement. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of our ClassA CommonStock by the PIPE Investors. See “Selling Securityholders—PIPE Investors” for additional information regarding the PIPE Investors. The PIPE Investors may sell or otherwise dispose of the ClassA Common Stock described in this prospectus in a number of differentways and at varying prices. See “Plan of Distribution (Conflict of Interest) —Offer and Resale of ClassA Common St