AirJoule (NASDAQ: AIRJ) prices $3.25 share sale to raise growth capital

Rhea-AI Filing Summary

AirJoule Technologies Corporation entered into an underwriting agreement with Lucid Capital Markets for a public offering of 6,153,847 shares of Class A common stock. The company expects net proceeds of approximately $19.3 million from this sale and plans to use the cash for growth capital, working capital and general corporate purposes, including manufacturing readiness and deployment with strategic partners.

The underwriter also exercised in full a 45-day option to buy an additional 923,077 shares, providing about $2.9 million in further net proceeds. The shares were priced at $3.25 per share to the public under an effective Form S-3 shelf registration, and the company agreed to a 75-day lock-up on additional share sales, subject to exceptions.

Insights

Equity capital markets analyst

AirJoule raises fresh equity capital via an underwritten public stock offering.

AirJoule Technologies Corporation has executed an underwritten offering of 6,153,847 Class A common shares, with the underwriter exercising in full an option for an additional 923,077 shares. At a public price of $3.25 per share, the company expects net proceeds of about $19.3M from the base deal and roughly $2.9M from the option.

The filing states that the funds are earmarked for growth capital, working capital and general corporate purposes, including advancing capital-efficient manufacturing readiness and phased deployment with strategic partners. This frames the raise as funding business expansion rather than liability payoff or distress, although the excerpt does not quantify AirJoule's existing capital structure.

The deal is conducted off an effective Form S-3 shelf with a customary 75-day lock-up on additional share sales, which can help stabilize trading around the offering. The actual impact on existing holders depends on the company’s prior share count and how efficiently these new funds support growth, topics that may be detailed in the referenced prospectus supplement and future reports.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (date of earliest event reported): January 14, 2026

AirJoule Technologies Corporation

(Exact name of registrant as specified in its charter)

Delaware		001-41151		86-2962208
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

34361 Innovation Drive Ronan, Montana		59864
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (800) 942-3083

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share		AIRJ		Nasdaq Capital Market
Warrants to purchase Class A Common Stock		AIRJW		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

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 revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

On January 14, 2026, AirJoule Technologies Corporation (the “Company”) and Lucid Capital Markets, LLC, as underwriter (the “Underwriter”), entered into an underwriting agreement (the “Underwriting Agreement”), pursuant to which the Company agreed to sell to the Underwriter, and the Underwriter agreed to purchase from the Company, subject to and upon the terms and conditions set forth therein, 6,153,847 shares of its Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) at the public offering price less underwriting discounts and commissions (the “Offering”). The Offering is expected to close on or about January 15, 2026.

The material terms of the Offering are described in the final prospectus supplement, dated January 14, 2026 (the “Prospectus”), to be filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) on or around January 14, 2026, pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”).

As described in the Prospectus, the Company expects to receive net proceeds from the Offering of approximately $19.3 million and intends to use the net proceeds of the Offering (including any proceeds from the exercise of the underwriter’s option to purchase additional shares) to fund growth capital, working capital and for general corporate purposes, including advancing capital-efficient manufacturing readiness and supporting phased, demand-aligned deployment with strategic growth partners.

Further, pursuant to the Underwriting Agreement, the Company has granted the Underwriter a 45-day option to purchase up to an additional 923,077 shares of Class A Common Stock (the “Option”) and has agreed not to sell, transfer or otherwise dispose of any shares of Class A Common Stock for a period beginning from the date of the Underwriting Agreement and ending 75 days after the closing date of the Offering without first obtaining the written consent of the Underwriter, subject to certain exceptions. On January 14, 2026, the Underwriter exercised the Option in full, resulting in additional expected net proceeds to the Company of approximately $2.9 million. The Option is expected to close on or about January 15, 2026.

The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company has agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act, and to contribute to payments the Underwriter may be required to make because of any of those liabilities.

The foregoing description is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.

A copy of the legal opinion of Vinson & Elkins L.L.P. relating to the validity of the issuance and sale of the Class A Common Stock in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement (as defined below).

Item 7.01 Regulation FD Disclosure

On January 14, 2026, the Company announced the pricing of the Offering, at a price to the public of $3.25 per share, pursuant to a registration statement on Form S-3 (File No. 333-291527) (the “Registration Statement”) filed previously with the Commission that became effective on November 21, 2025, including the prospectus forming a part of the Registration Statement, and a preliminary prospectus supplement, which was filed with the Commission on January 13, 2026. A copy of the press release announcing the pricing of the Offering is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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The information in this Current Report on Form 8-K under Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific referencing in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

1.1+		Underwriting Agreement, dated as of January 14, 2026, by and between AirJoule Technologies Corporation and Lucid Capital Markets, LLC, as underwriter.
5.1		Opinion of Vinson & Elkins L.L.P.
23.1		Consent of Vinson & Elkins L.L.P. (included as part of Exhibit 5.1 hereto).
99.1		Press release dated January 14, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

+ Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the Commission upon its request

.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AIRJOULE TECHNOLOGIES CORPORATION
Date: January 14, 2026	By:	/s/ Stephen S. Pang
	Name:	Stephen S. Pang
	Title:	Chief Financial Officer

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FAQ

What equity offering did AirJoule (AIRJ) announce?

AirJoule Technologies Corporation entered into an underwriting agreement with Lucid Capital Markets, LLC for a public offering of 6,153,847 shares of its Class A common stock, with the underwriter agreeing to purchase all shares on the terms set out in the agreement.

How much cash will AirJoule (AIRJ) receive from the stock offering?

AirJoule expects net proceeds of approximately $19.3 million from the sale of 6,153,847 shares in the base offering and approximately $2.9 million in additional net proceeds from the underwriter’s fully exercised option to purchase 923,077 extra shares.

What is the offering price for AirJoule (AIRJ) shares in this deal?

The company announced the pricing of the offering at a price to the public of $3.25 per share of Class A common stock, under its previously effective Form S-3 shelf registration statement.

How will AirJoule (AIRJ) use the proceeds from this equity raise?

AirJoule intends to use the net proceeds for growth capital, working capital and general corporate purposes, including advancing capital-efficient manufacturing readiness and supporting phased, demand-aligned deployment with strategic growth partners.

Did the underwriter exercise its option to buy additional AirJoule (AIRJ) shares?

Yes. The company granted the underwriter a 45-day option to purchase up to 923,077 additional shares of Class A common stock, and the filing states that the underwriter exercised this option in full, with closing expected on or about January 15, 2026.

Is there a lock-up period related to AirJoule’s (AIRJ) new stock offering?

Under the underwriting agreement, AirJoule agreed not to sell, transfer or dispose of any shares of Class A common stock for a period from the date of the agreement until 75 days after the closing date of the offering, subject to specified exceptions and the underwriter’s written consent.