AirJoule Technologies Corp-A 2025年度报告

N/A(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 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 Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (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 past90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-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). Yes☒No☐ 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 emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2of the Exchange Act: If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(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 effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☐ If the securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect 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-based compensation received by any ofthe 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 Rule 12b-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, 2025, was approximately $133,205,623 based on the closingprice on The Nasdaq Global Select Market reported for such date. Shares of common stock held by each officer and director and by each person who is known toown 10% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates of the registrant. This determination ofaffiliate status is not necessarily a conclusive determination for other purposes. As of March 1, 2026, there were 68,447,740 shares of the registrant’s Class A common stock, par value $0.0001 per share, issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the definitive Proxy Statement for the registrant’s 2026 Annual Meeting of Stockholders are incorporated by reference into Part III of this Report. Table of Contents PART IV44Item 15.Exhibit and Financial Statement Schedules44Item 16.Form 10-K Summary46 CERTAIN DEFINED TERMS Unless otherwise stated in this Annual Report on Form 10-K (this “Report”), or the context otherwise requires, references to: ii•“A&R Joint Venture Agreement” are to the Second Amended and Restated Joint Venture Agreement for the AirJoule JV,entered into on April 25, 2025 between us and GE Vernova;•“anchor investors” are to certain funds and accounts managed by subsidiaries of BlackRock, Inc.;•“Business Combination” are to the Merger and the other transactions contemplated by the Merger Agreement;•“CAMT” are to CAMT Climate Solutions, a limited liability company organized under the laws of Hong Kong pursuant toa joint venture entered into on October 27, 2021 between us and CATL; we and CATL both own 50% of CAMT’s issuedand outstanding shares;•“CATL” are to Contemporary Amperex Technology Co., Limited;•“CATL Joint Venture Agreement” are to the Amended and Restated Joint Venture Agreement for CAMT, entered into onSeptember 29, 2023 between us and CATL US;•“CATL US” are to CATL US Inc., an affiliate of CATL;•“Carrier” are to Carrier Global Corporation, a global provider of HVAC equipment and technology;•“Class A common stock” are to our Class A common stock, par value $0.0001 per share;•“Class B common stock” are to our Class B common stock, par value $0.0001 per share;•“coated contactors” are to