AirJoule Technologies Corp-U.S. stocks prospectus (2025-05-14 version)

This prospectus supplement updates, amends and supplements the prospectus dated May 2, 2025 (the“Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-286145).Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings 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 March31, 2025, filed with the Securities and Exchange Commission on May 13, 2025, which is set forth below. read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and isqualified by reference thereto, except to the extent that the information in this prospectus supplement updatesor supersedes the information contained in the Prospectus. Please keep this prospectus supplement with yourProspectus for future reference. and “AIRJW.” On May 13, 2025, the closing price of our Common Stock and Warrants was $4.55 and $0.60,respectively.WE ARE AN “EMERGING GROWTH COMPANY” UNDER FEDERAL SECURITIES LAWS AND ARESUBJECT TO REDUCED PUBLIC REPORTING REQUIREMENTS. INVESTING IN OUR SECURITIES Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if the Prospectus or this prospectus supplement is truthful or The date of this prospectus supplement is May 14, 2025. Part 1 - Financial Information Condensed Consolidated Financial Statements (Unaudited)Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024 (Unaudited) Management’s Discussion and Analysis of Financial Condition And Results of Operations Other Information AIRJOULE TECHNOLOGIES CORPORATIONCONDENSED CONSOLIDATED BALANCE SHEETSMarch 31,December 31,20252024(unaudited)Current assetsCash, cash equivalents and restricted cash$23,000,515$28,021,748Due from related party501,8442,820,129Prepaid expenses and other current assets946,779613,754Total current assets24,449,13831,455,631Operating lease right-of-use asset139,162147,001Property and equipment, net14,785Investment in AirJoule, LLC340,948,355338,178,633Other assets54,482Total assets$365,605,922$369,852,120Liabilities and stockholders’ equityCurrent liabilitiesAccounts payable$326,510$Other accrued expenses1,298,4531,720,318Operating lease liability, current32,124True Up Shares liability—2,189,000Total current liabilities1,657,0874,018,747Earnout Shares liability11,692,00024,524,000Subject Vesting Shares liability2,345,0007,819,000Operating lease liability, non-current115,734124,002Deferred tax liability79,613,38981,256,047Total liabilities95,423,210117,741,796 Furthermore, the historical financial statements of Legacy Montana became the historical financial statements of the Company operating results of Legacy Montana prior to the Business Combination; (ii) the combined results of XPDB and Legacy Montanafollowing the Closing; (iii) the assets and liabilities of Legacy Montana at their historical cost and (iv) Legacy Montana’s equity structure for all periods presented, as affected by the recapitalization presentation after completion of the Business Combination.See Note 4 -Recapitalizationfor further details of the Business Combination.On January 25, 2024, Legacy Montana entered into a joint venture formation framework agreement (the “Framework Agreement”)with GE Ventures LLC (“GE Vernova”), a Delaware limited liability company and, solely for the purposes specified therein, GEVernova LLC, a Delaware limited liability company, pursuant to which Legacy Montana and GE Vernova agreed, subject to theterms and conditions of the Framework Agreement, including certain closing conditions specified therein, to form a joint venture(the “AirJoule JV”) in which Legacy Montana and GE Vernova will each hold a 50% interest. The joint venture transaction closed Committed Equity FacilityOn March 25, 2025, the Company entered into a common stock purchase agreement (the “Equity Line Purchase Agreement”) withB. Riley Principal Capital II, LLC (the “Equity Line Investor”). Under the terms and subject to the conditions of the Equity LinePurchase Agreement, the Company has the right, but not the obligation, to sell to the Equity Line Investor, over a 36-month period, under the Equity Line Purchase Agreement had not yet commenced.The Company’s primary sources of liquidity have been cash contributions from founders or equity capital raised from otherinvestors. As of March 31, 2025, the Company had retained earnings of $213.4 million and $22.8 million of working capital including $23.0 million in cash, cash equivalents and restricted cash. The Company had restricted cash of approximately $30,533which is included in cash, cash equivalents and restricted cash on the condensed consolidated balance sheets and represents cashdeposited by the Company into a separate account and