{"url_path":"/sec/airjw/8-k/2026-06-01/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/1855474/0001193125-26-249857-index.html","accession_number":"0001193125-26-249857","cik":"0001855474","ticker":"AIRJ","issuer_name":"AirJoule Technologies Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1855474/0001193125-26-249857-index.html","primary_entity_key":"0001855474","primary_entity_name":"AirJoule Technologies Corp."},"word_count":488,"has_tables":true,"body_markdown":"Item 1.01. Entry into a Material Definitive Agreement\n\n \n\nOn May 28, 2026, AirJoule Technologies Corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Investors”), pursuant to which the Company agreed to sell to the Investors, and the Investors agreed to purchase from the Company, through a registered direct offering (the “Offering”) subject to and upon the terms and conditions set forth therein, 3,658,536 shares of its Class A common stock, par value $0.0001 per share (the “Common Stock”). The offering price per share of Common Stock is $4.10. The Offering is expected to close on June 1, 2026.\n\n \n\nThe material terms of the Offering are described in the final prospectus supplement, dated May 28, 2026 (the “Prospectus Supplement”), which was filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) on June 1, 2026, pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”).\n\nAs described in the Prospectus Supplement, the net proceeds from the Offering are expected to be approximately $14.2 million, after deducting the placement agent’s fees and estimated Offering expenses. The Company intends to use the net proceeds of the Offering for the commercialization of its AirJoule Core and Prime systems and for general corporate purposes.\n\nPursuant to the Purchase Agreement, the Company has agreed not to sell, transfer or otherwise dispose of any shares of Common Stock or debt securities of the Company for a period beginning from the date of the Purchase Agreement and ending 30 days after the closing date of the Offering without first obtaining the written consent of the Placement Agent (as defined below), subject to certain exceptions.\n\nThe Purchase Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company has agreed to indemnify the Investors against certain liabilities, including liabilities under the Securities Act, and to contribute to payments the Investors may be required to make because of any of those liabilities.\n\n \n\nIn connection with the Offering, the Company also entered into a Placement Agency Agreement (the “Placement Agency Agreement”), dated as of May 28, 2026, with Titan Partners Group LLC, a division of American Capital Partners, LLC (the “Placement Agent”), pursuant to which the Placement Agent agreed to serve as the sole placement agent for the issuance and sale of the shares of Common Stock pursuant to the Purchase Agreement.\n\nThe foregoing descriptions are qualified in their entirety by reference to the full text of the Purchase Agreement and the Placement Agency Agreement, which are attached as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.\n\nA copy of the legal opinion of Latham & Watkins LLP relating to the validity of the issuance and sale of the Common Stock in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K."}