Please wait





Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)




SCHEDULE 13D/A 0001520346 XXXXXXXX LIVE 1 Class A Common Stock, par value $0.0001 per share 12/01/2025 false 0001855474 612160101 AirJoule Technologies Corp. 34361 Innovation Drive Ronan MT 59864 Stuart D. Porter (617) 531-7200 185 Dartmouth Street, 7th Floor Boston MA 02116 0001520346 N Stuart D. Porter PF N X1 294608.00 18755774.00 294608.00 18755774.00 19050382.00 N 31.4 IN Y Three Curve Holding Corporation OO N DE 0.00 18755774.00 0.00 18755774.00 18755774.00 N 30.9 CO Y Three Curve Capital LP OO N DE 0.00 18755774.00 0.00 18755774.00 18755774.00 N 30.9 PN 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 60,679,706 shares of Class A Common Stock outstanding as of November 1, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 14, 2025. Mr. Porter is the beneficial owner of 19,050,382 shares of Class A Common Stock, which consists of (i) 280,388 shares of Class A Common Stock held directly by Mr. Porter; (ii) 14,220 shares of Class A Common Stock underlying stock options held by Mr. Porter that are currently exercisable; and (iii) 18,755,774 shares of Class A Common Stock held directly by Three Curve Capital LP. In addition, Mr. Porter is the beneficial owner of approximately 31.4% of the outstanding shares of Class A Common Stock. Each of Three Curve Capital LP and Three Curve Holding Corporation is the beneficial owner of approximately 30.9% of the outstanding shares of Class A Common Stock. Mr. Porter is the sole shareholder of Three Curve Holding Corporation, which is the general partner of Three Curve Capital LP. As such, each of Mr. Porter and Three Curve Holding Corporation may be deemed to share beneficial ownership of the securities held of record by Three Curve Capital LP. Each of them disclaims any such beneficial ownership. The information presented on the cover pages herein are incorporated by reference into this Item 5(b). Except 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 December 1, 2025, Three Curve Capital LP pledged 2,408,478 shares of Class A Common Stock (the "Pledged Securities") as security for its obligations under the Non-Recourse Loan and Securities Pledge Agreement, dated as of October 28, 2025 (as amended, the "Loan Agreement") between Three Curve Capital LP and The St. James Bank & Trust Company Ltd. All voting rights and rights to receive dividends or distributions with respect to the Pledged Securities will remain with Three Curve Capital LP unless an event of default under the Loan Agreement has occurred and is continuing. Stuart D. Porter /s/ Stuart Porter Stuart Porter 12/03/2025 Three Curve Holding Corporation /s/ Stuart Porter Stuart Porter, President 12/03/2025 Three Curve Capital LP Three Curve Holding Corporation, its general partner, /s/ Stuart Porter Stuart Porter, President 12/03/2025