AirJoule Technologies Corp. 美股招股说明书（2026-06-12版本）

PROSPECTUS AirJoule Technologies Corporation3,494,054 Shares of Class A Common Stock by the Selling Stockholder This prospectus relates in part to the offer and sale of up to 3,494,054 shares of our Class A Common Stock, par value $0.0001 pershare (the “Class A Common Stock”), by B. Riley Principal Capital II, LLC, whom we refer to in this prospectus as “B. Riley The shares of Class A Common Stock to which this prospectus relates in part may be issued by us to B. Riley Principal Capital IIpursuant to a common stock purchase agreement, dated as of March 25, 2025, we entered into with B. Riley Principal Capital II, whichwe refer to in this prospectus as the Purchase Agreement. Such shares of Class A Common Stock include up to 3,494,054 shares of We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of our Class A CommonStock by the Selling Stockholder. However, we may receive up to $27.1 million aggregate gross proceeds under the PurchaseAgreement from sales of Class A Common Stock we may elect to make to B. Riley Principal Capital II pursuant to the PurchaseAgreement after the date of this prospectus. See “The Committed Equity Financing” for a description of the Purchase Agreement and B. Riley Principal Capital II may sell or otherwise dispose of the Class A 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 Capital II may sell or otherwise dispose of the Class ACommon Stock pursuant to this prospectus. B. Riley Principal Capital II is an “underwriter” within the meaning of Section 2(a)(11) of This prospectus also relates in part to the offer and sale of up to 3,724,874 shares of Class A Common Stock by the sellingstockholders (including their respective donees, pledgees, transferees and other successors-in-interest) named in this prospectus (the“PIPE Investors”). On April 23, 2025, we entered into subscription agreements (the “PIPE Subscription Agreements”) with the PIPE References herein to the “Selling Securityholders” are to B. Riley Principal Capital II and the PIPE Investors, collectively. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of our Class A 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 Class A 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 Class A Common Stock by the PIPEInvestors” for more information about how the PIPE Investors may sell or otherwise dispose of the shares of Class A Common Stock For the avoidance of doubt, B. Riley Principal Capital II is not involved in the offer and sale of the Class A Common Stock by thePIPE Investors, and is not an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act with respect to such offering. We will pay the expenses incurred in registering under the Securities Act the offer and sale of the shares of Class A Common Stock towhich this prospectus relates by the Selling Securityholders, including legal and accounting fees. We have also engaged SeaportGlobal Securities LLC to act as a “qualified independent underwriter” in the offering by the Selling Stockholder, whose fees and Our Class A Common Stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “AIRJ.” On June 8, 2026, the closingprice of our Class A Common Stock was $4.62 per share. We are an “emerging growth company” and a “smaller reporting company” under the federal securities laws and are subject to reduceddisclosure and public reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an Our business and investment in our securities involve significant risks. See the section titled “Risk Factors” beginning on page4 of this prospectus and any risk factors described in any amendments or supplements to this prospectus and in the documents Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapprovedof these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is June 12, 2026 For Investors Outside the United States: The Selling Securityholders are offering to sell, and seeking offers to buy, the securitiesoffered by this prospectus only in jurisdictions where offers and sales are permitted. Neither we nor the Selling Securityholders havedone anything that would permit this offering or the possession or distribution of this prospectus in any