SCHEDULE: Major Shareholder Pledges AirJoule Stock for Loan

Stuart D. Porter and affiliated entities disclosed an amendment to their beneficial ownership of AirJoule Technologies Corp., including the pledging of over 2.4 million shares by Three Curve Capital LP.

Summary

• Stuart D. Porter, along with Three Curve Holding Corporation and Three Curve Capital LP, filed an Amendment No. 1 to their Schedule 13D regarding their beneficial ownership in AirJoule Technologies Corp.
• As of November 1, 2025, AirJoule Technologies Corp. had 60,679,706 shares of Class A Common Stock outstanding.
• Stuart D. Porter beneficially owns 19,050,382 shares, representing approximately 31.4% of the outstanding Class A Common Stock.
• Mr. Porter's ownership includes 280,388 shares held directly, 14,220 shares from exercisable stock options, and 18,755,774 shares held by Three Curve Capital LP.
• Three Curve Capital LP and Three Curve Holding Corporation each beneficially own 18,755,774 shares, representing approximately 30.9% of the outstanding Class A Common Stock.
• Mr. Porter is the sole shareholder of Three Curve Holding Corporation, which is the general partner of Three Curve Capital LP.
• On December 1, 2025, Three Curve Capital LP pledged 2,408,478 shares of Class A Common Stock as security for obligations under a Non-Recourse Loan and Securities Pledge Agreement with The St. James Bank & Trust Company Ltd.
• Voting rights and rights to receive dividends or distributions for the pledged securities remain with Three Curve Capital LP unless an event of default occurs under the Loan Agreement.
• No other transactions in Class A Common Stock by the Reporting Persons were effected during the past 60 days, except as disclosed.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to the disclosure of a significant block of shares being pledged as collateral for a non-recourse loan. While not directly impacting the company's operations, it introduces a potential overhang on the stock due to the risk of forced liquidation if the loan defaults.

Negatives

• A significant block of shares (2,408,478) has been pledged as collateral for a non-recourse loan, which could lead to forced sales if the loan defaults.
• The non-recourse nature of the loan suggests that the lender's primary recourse in case of default would be the pledged shares, potentially increasing market supply if a default occurs.

Risks

• Potential for forced sale of 2,408,478 pledged shares if Three Curve Capital LP defaults on its non-recourse loan, which could exert downward pressure on AirJoule Technologies Corp.'s stock price.
• Increased market overhang due to the existence of a large block of shares pledged as collateral, which could be liquidated.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the issuer's future performance or operations.

Industry Context

This filing primarily concerns a change in beneficial ownership and a significant shareholder's financing activities, rather than the operational or strategic developments of AirJoule Technologies Corp. itself. Therefore, it does not directly relate to broader industry trends or competitors, but rather to the capital structure and shareholder base of the company.

Stakeholder Impact

• Shareholders: The pledging of a large block of shares by a significant beneficial owner could create an overhang on the stock, potentially impacting its price if the pledged shares are eventually sold due to a loan default.

Key Dates

Recommendation

This filing primarily details a significant shareholder's financing activities rather than the operational or financial performance of AirJoule Technologies Corp. The pledging of a substantial number of shares for a non-recourse loan introduces a potential risk of future stock sales, which could impact share price. Investors should 'hold' to monitor the situation and any further disclosures regarding the loan or the company's performance, as this event does not provide a basis for a 'buy' or 'sell' recommendation on the company's fundamentals alone.

Keywords

AirJoule Technologies Corp., Schedule 13D, Beneficial Ownership, Stock Pledge, Stuart D. Porter, Three Curve Capital LP, Non-Recourse Loan, Class A Common Stock, SEC Filing