AirJoule Technologies Corporation
34361 Innovation Drive
Ronan, Montana 59864
May 28, 2025
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | AirJoule Technologies Corporation |
| Post-Effective Amendment No. 3 to Registration Statement on Form S-1 | |
| Filed May 27, 2025 | |
| File No. 333-278633 |
To whom it may concern:
Pursuant to Rule 461(a) under the Securities Act of 1933, as amended, AirJoule Technologies Corporation (the “Company”) hereby respectfully requests that the effective date of the Company’s Post Effective Amendment No. 3 to Registration Statement on Form S-1 (File No. 333-278633) be accelerated by the Securities and Exchange Commission to 4:05 p.m., Eastern Time, on May 30, 2025 or as soon as practicable thereafter.
The Company requests that it be notified of such effectiveness by a telephone call to Ryan Maierson of Latham & Watkins LLP at (713) 546-7420 or to John Greer of Latham & Watkins LLP at (713) 546-7472 and that such effectiveness also be confirmed in writing.
| Sincerely, | |||
| /s/ Chad MacDonald | |||
| Name: | Chad MacDonald | ||
| Title: | Chief Legal Officer | ||
| cc: | Matthew B. Jore, Chief Executive Officer, AirJoule Technologies Corporation |
| Ryan Maierson, Latham & Watkins LLP | |
| John Greer, Latham & Watkins LLP |