AirJoule Technologies Corp-A美股招股说明书(2026-01-13版)

This preliminary prospectus supplement relates to an effective registration statement filed with theU.S.Securities and Exchange Commission but is not complete and may be changed. This preliminaryprospectus supplement and the accompanying prospectus are not an offer to sell the securities describedherein and are not soliciting an offer to buy such securities, in any state or jurisdiction where such offeror sale is not permitted. SUBJECT TO COMPLETION, DATED JANUARY 13, 2026 PRELIMINARY PROSPECTUS SUPPLEMENT(To Prospectus dated November21, 2025) Shares AirJoule Technologies Corporation ClassA Common Stock We are offeringshares of our ClassA common stock, par value $0.0001 per share (“ClassAcommon stock”). The public offering price of our common stock is $per share. Unless otherwise statedor the context otherwise indicates, all references to “we,” “us,” “our,” and the “Company” or similarexpressions refer to AirJoule Technologies Corporation and its subsidiaries. Our ClassA common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “AIRJ.”The last reported sales price of our ClassA common stock on the Nasdaq on January 12, 2026 was $4.17 pershare.___________________ (1)Includes an underwriting discount equal to 6.0% of the gross proceeds of this offering, provided however, no discountwill be paid on up to $5.0 million of gross proceeds from certain of our existing stockholders. This does not includethe reimbursement of certain expenses of the underwriter that we have agreed to pay.We refer you to “Underwriting”beginning on page S-19 of this prospectus supplement for additional information regarding underwritingcompensation.(2)Before expenses. Certain of our existing stockholders, including Patrick C.Eilers, our Executive Chairman and member ofour Board of Directors, Matthew B.Jore, our Chief Executive Officer and member of our Board of Directorsand Stuart D.Porter, a member of our Board of Directors, have indicated an interest in purchasing an aggregatenumber of shares of ClassA common stock in this offering in an amount up to $775,000. However, becauseindications of interest are not binding agreements or commitments to purchase, the underwriter may determineto sell more, less or no shares of ClassA common stock in this offering to any of these persons or entities, orany of these persons or entities may determine to purchase more, less or no shares of ClassA common stock inthis offering. The underwriter will not receive an underwriting discount on any shares of ClassA common stockpurchased by these persons or entities compared with any other shares of ClassA common stock sold to thepublic in this offering. We have granted the underwriter the option to purchase up to an additionalshares of ClassAcommon stock on the same terms and conditions set forth above within 45days from the date of this prospectussupplement. Delivery of the shares of ClassA common stock will be made on or about Neither the U.S.Securities and Exchange Commission nor any state securities commission hasapproved or disapproved of these securities or determined if this prospectus supplement is truthful orcomplete. Any representation to the contrary is a criminal offense. Lucid Capital Markets The date of this prospectus supplement is, 2026. TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiTRADEMARKS AND TRADE NAMESS-iiBASIS OF PRESENTATIONS-iiiSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-ivSUMMARYS-1THE OFFERINGS-3SUMMARY HISTORICAL FINANCIAL DATAS-4RISK FACTORSS-5USE OF PROCEEDSS-10DIVIDEND POLICYS-11CAPITALIZATIONS-12CERTAIN ERISA CONSIDERATIONSS-13MATERIAL U.S.FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S.HOLDERSS-15UNDERWRITINGS-19LEGAL MATTERSS-25EXPERTSS-25WHERE YOU CAN FIND MORE INFORMATIONS-25INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-26 Prospectus Dated November21, 2025 ABOUT THIS PROSPECTUSiiSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCEvTHE COMPANY1RISK FACTORS3USE OF PROCEEDS4DESCRIPTION OF CAPITAL STOCK5DESCRIPTION OF DEBT SECURITIES10DESCRIPTION OF WARRANTS17GLOBAL SECURITIES18PLAN OF DISTRIBUTION22LEGAL MATTERS24EXPERTS24S-i ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specificterms of this offering. The second part contains an accompanying primary base prospectus relating to sales ofshares of ClassA common stock and other securities by AirJoule Technologies Corporation and gives moregeneral information, some of which may not apply to this offering. Generally, when we refer to the prospectus,we are referring to this prospectus supplement and the accompanying base prospectus combined. Unlessotherwise indicated, capitalized terms used but not defined herein have the meaning assigned to them in theregistration statement of which this prospectus supplement forms a part. You should read the entire