AirJoule Technologies Acquires Bitsink for $18M + Stock

What Happened
AirJoule Technologies Corporation (through its subsidiary AirJoule Technologies LLC) announced on September 10, 2026 that it acquired all issued and outstanding interests in Bitsink LLC, a U.S. designer and manufacturer of cooling, power distribution and racking infrastructure for AI and high-density data centers. The purchase was made under a Purchase Agreement dated September 10, 2026 with seller Stanislav Dyshko. At closing AirJoule paid $18,000,000 in cash (subject to certain adjustments) and issued 1,859,504 shares of Class A common stock pursuant to a concurrent Subscription Agreement. The seller is also eligible for earnout payments of up to $40,000,000 payable in Class A common stock if specified revenue targets are met from 2027 through 2029. The seller agreed to customary post-closing non-compete and non-solicitation restrictions.

Key Details

• Transaction date: September 10, 2026; buyer: AirJoule Technologies LLC; seller: Stanislav Dyshko; target: Bitsink LLC (U.S.-based data center infrastructure).
• Consideration at closing: $18,000,000 cash (subject to adjustments) + 1,859,504 shares of Class A common stock issued to the seller.
• Earnouts: Up to $40,000,000 in aggregate payable in shares if revenue targets are met in 2027–2029; the filing notes additional earnout shares could total up to 8,264,463 Class A shares.
• Securities treatment: Shares issued at closing and any shares for earnouts were not registered under the Securities Act and were offered under the Section 4(a)(2) exemption.

Why It Matters
This acquisition brings a U.S.-based provider of cooling, power distribution and racking solutions for AI and high-density data centers into AirJoule’s business, which could affect the company’s product mix and future revenue streams if revenue targets are achieved. Investors should note the deal was funded by cash plus stock consideration and that up to $40M of earnouts will be paid in shares if targets are met—creating potential future dilution (the filing cites up to 8,264,463 additional Class A shares). The filing does not include pro forma financial results; representations and warranties are those customary to purchase agreements and the full agreements are filed as exhibits.