Amendment: SEC Form SCHEDULE 13D/A filed by AirJoule Technologies Corporation
$AIRJ
Industrial Machinery/Components
Industrials
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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AirJoule Technologies Corp. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
612160101 (CUSIP Number) |
Matthew Jore
c/o AirJoule Technologies Corporation, 34361 Innovation Drive
Ronan, MT, 59864
(800) 942-3083
c/o AirJoule Technologies Corporation, 34361 Innovation Drive
Ronan, MT, 59864
(800) 942-3083
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
04/14/2026
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP Number(s): | 612160101 |
| 1 |
Name of reporting person
Matthew Jore | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
7,817,581.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
11.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
AirJoule Technologies Corp. | |
| (c) | Address of Issuer's Principal Executive Offices:
34361 Innovation Drive, Ronan,
MONTANA
, 59864. | |
Item 1 Comment:
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. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | 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. | |
| (b) | The information presented on the cover pages herein are incorporated by reference into this Item 5(b). | |
| (c) | 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. | |
| (d) | None. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
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. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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