AirJoule Technologies Corp. 8-K

What Happened

• AirJoule Technologies Corporation entered an underwriting agreement on January 14, 2026 with Lucid Capital Markets, LLC to sell 6,153,847 shares of its Class A common stock. The underwriter exercised its 45‑day option in full for an additional 923,077 shares on the same date. The Offering is expected to close on or about January 15, 2026. The Company expects net proceeds of approximately $19.3 million from the initial tranche and approximately $2.9 million from the exercised option (total ≈ $22.2 million). The final prospectus supplement dated January 14, 2026 will be filed under Rule 424(b).

Key Details

• Underwriter: Lucid Capital Markets, LLC.
• Shares: 6,153,847 initial shares; 923,077 additional shares exercised under the 45‑day option.
• Expected net proceeds: ~ $19.3M from the base offering + ~ $2.9M from the exercised option (total ≈ $22.2M).
• Lock-up: Company agreed not to sell or transfer Class A shares for a period from the Underwriting Agreement date through 75 days after the closing, subject to customary exceptions.

Why It Matters

• The transaction injects immediate capital the company plans to use for growth capital, working capital, capital‑efficient manufacturing readiness, and phased deployment with strategic partners. For investors, the offering means dilution from the new shares but also provides funding intended to advance commercialization and operational readiness. The 75‑day lock‑up limits near‑term insider share sales, which can affect stock supply in the short term. The offering and related documents (underwriting agreement, prospectus supplement, press release) are filed with the SEC for further investor review.