AirJoule Technologies Corporation Acquires Bitsink LLC

AirJoule Technologies Corporation, through its subsidiary AirJoule Technologies LLC, has acquired all equity interests of Bitsink LLC for a combination of cash and stock. The total consideration includes $18,000,000 in cash (subject to adjustments) and 1,859,504 shares of AirJoule's Class A common stock. Additionally, the seller, Stanislav Dyshko, is eligible to receive up to $40,000,000 in earnout payments, payable in stock, contingent upon Bitsink achieving specified revenue targets between 2027 and 2029. The acquisition was finalized on September 10, 2026, and Bitsink LLC is described as a U.S.-based designer and manufacturer of cooling, power distribution, and racking infrastructure for AI and high-density data centers. The transaction is structured to comply with securities laws, with the newly issued shares being offered under an exemption from registration. AirJoule Technologies Corporation has also filed an 8-K report detailing this material definitive agreement and an unregistered sale of equity securities.