AirJoule closes BitSink acquisition with $18 million cash payment and stock

AirJoule Technologies Corporation (Nasdaq: AIRJ) closed its acquisition of BitSink LLC on September 10, adding a U.S. designer and manufacturer of cooling, power distribution and racking infrastructure for artificial-intelligence and high-performance-computing data centers. Its subsidiary, AirJoule Technologies LLC, acquired all of the South Carolina company's issued and outstanding equity interests from Stanislav Dyshko under a purchase agreement signed that day. The transaction is completed, with a separate portion of potential consideration dependent on future revenue performance (Form 8-K AccNo 0001193125-26-389855).

Cash paid and shares issued at closing

Item 1.01 of AirJoule's Form 8-K says the subsidiary paid Dyshko $18 million in cash, subject to certain adjustments. AirJoule also issued the seller 1,859,504 shares of Class A common stock under a concurrent subscription agreement. The September 14 news release describes the upfront consideration as $18 million in cash and $9 million in AIRJ common stock. The filing's exact share count and the release's dollar description identify the equity component from different perspectives; the $9 million is the company's stated transaction framing, rather than a current market valuation of those shares.

Additional consideration depends on revenue targets

Dyshko is eligible for up to $40 million in aggregate earnout payments, payable in AirJoule Class A common stock, if revenue targets specified in the purchase agreement are achieved during 2027 through 2029. That amount is contingent consideration, not an additional payment already made or guaranteed. Item 3.02 separately discloses a maximum of up to 8,264,463 Class A shares issuable for earnout amounts. The dollar ceiling and disclosed share maximum describe the possible future obligation; neither establishes that the revenue conditions will be satisfied.

The shares issued at closing and the potential earnout shares were offered or sold, or are to be offered or sold, under the Securities Act Section 4(a)(2) exemption, according to Item 3.02. They are not registered securities under that issuance. The verified facts do not establish a post-closing share count or ownership percentage, so the disclosed issuance amounts do not support a dilution percentage here. The seller also agreed to certain non-compete and non-solicitation restrictions for a period after closing.

A broader data-center infrastructure offering

The acquisition expands AirJoule's business into equipment serving AI and high-density computing facilities. In its release, AirJoule describes BitSink as having more than 220 megawatts of equipment deployments across North America. That is a company-reported measure of deployment scale. It does not establish BitSink's revenue, order backlog or profitability in dollars, and it should not be read as a forecast of future sales. The release calls BitSink profitable but the verified packet supplies no historical revenue, earnings or margin figures.

Management's strategic case connects BitSink's cooling capabilities with AirJoule's atmospheric water-generation technology to address cooling, power and water constraints in data centers. That rationale explains the company's intended direction; it does not demonstrate realized integration benefits or establish a timetable for delivering a combined offering. The concrete change at closing is ownership of an infrastructure supplier spanning cooling, electrical distribution and racking. Whether that broader offering produces the revenue performance contemplated by the earnout remains a future operating question.

Closing date and disclosure date are distinct

The purchase agreement and closing date are September 10, 2026, which is also the Form 8-K's period of report. EDGAR accepted the filing on September 14 at 7:58:26 a.m. ET, and the accompanying release is dated September 14. The release was furnished under Item 7.01, rather than filed for purposes of Exchange Act Section 18. Item 9.01 identifies the purchase agreement as Exhibit 2.1, the subscription agreement as Exhibit 2.2 and the news release as Exhibit 99.1.

Filing reference

AirJoule Technologies Corporation disclosed the completed BitSink acquisition in Form 8-K AccNo 0001193125-26-389855 (Items 1.01, 3.02, 7.01 and 9.01; Period of Report September 10, 2026), with Exhibit 99.1 news release furnished under Item 7.01. The filing was accepted on EDGAR on September 14, 2026 at approximately 07:58 ET.