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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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X0202 SCHEDULE 13D/A 0001095460 XXXXXXXX LIVE 1 Class A Common Stock, par value $0.0001 per share 04/14/2026 false 0001855474 612160101 AirJoule Technologies Corp. 34361 Innovation Drive Ronan MT 59864 Matthew Jore (800) 942-3083 c/o AirJoule Technologies Corporation 34361 Innovation Drive Ronan MT 59864 0001095460 N Matthew Jore PF N X1 7817581.00 0.00 7817581.00 0.00 7817581.00 N 11.4 IN Class A Common Stock, par value $0.0001 per share AirJoule Technologies Corp. 34361 Innovation Drive Ronan MT 59864 Explanatory Note This Amendment No. 1 ("Amendment No. 1") amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the "SEC") on March 21, 2024 (as amended, the "Schedule 13D") with respect to the Class A common stock, par value $0.0001 per share ("Class A Common Stock") of AirJoule Technologies Corporation (the "Issuer"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Schedule 13D. The ownership information presented herein represents beneficial ownership of Class A Common Stock as of the date hereof, based on 68,472,740 shares of Class A Common Stock outstanding as of April 9, 2026, as disclosed in the Issuer's Definitive Proxy Statement on Schedule 14A filed on April 15, 2026. The share amount reported herein consists of (i) 7,739,249 shares of Class A common stock, (ii) 65,832 shares of Class A common stock underlying options that are currently exercisable or will become exercisable within 60 days hereof and (iii) 12,500 shares of Class A common stock underlying restricted stock units that will vest within 60 days hereof. The information presented on the cover pages herein are incorporated by reference into this Item 5(b). On February 27, 2026, the Issuer issued 21,126 shares of Class A Common Stock to the Reporting Person in connection with the vesting of restricted stock units awarded to the Reporting Person and the withholding of shares to satisfy the Reporting Person's tax withholding obligations. Except for the foregoing and as otherwise disclosed in this Amendment No. 1, during the past 60 days, none of the Reporting Persons effected any transactions in the Class A Common Stock. None. Not applicable. Pledge Agreement On April 14, 2026, the Reporting Person pledged 550,000 shares of Class A Common Stock as additional collateral pursuant to that certain Non-Recourse Loan and Securities Pledge Agreement (the "Loan Agreement") between The St. James Bank & Trust Company Ltd., bringing the total number shares of Class A Common Stock pledged as collateral to 1,150,000 (the "Pledged Shares"). All voting rights and rights to receive dividends or distributions with respect to the Pledged Shares will remain with the Reporting Person unless an event of default under the Loan Agreement has occurred and is continuing. Matthew Jore /s/ Matthew Jore Matthew Jore 04/16/2026