AirJoule Buys BitSink for $18M Cash, $9M Stock, and Up to $40M in Earnouts
AIRJ sits 92% above its 52-week low of $2.22.
Summary
AirJoule Technologies acquired 100% of BitSink, a profitable AI/HPC data center cooling and power infrastructure manufacturer, for $18M cash, $9M in stock (1,859,504 shares), and up to $40M in revenue-based earnout shares.
Key Events · M&A and Partnerships · AIRJ
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First Acquisition: BitSink
AirJoule acquired 100% of BitSink LLC, a U.S. designer and manufacturer of cooling, power distribution, and racking infrastructure for AI/HPC data centers, for $18M cash plus 1,859,504 shares of Class A Common Stock, valued at approximately $9M based on the 15-day VWAP.
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Earnout Structure
Up to $40M in additional stock-based earnout, capped at 8,264,463 shares, is tied to revenue targets of $30.0M in 2027, $63.6M in 2028, and $63.6M in 2029. Earnout shares are priced at the greater of $4.84 or the 15-day VWAP, which is above today's $4.27 price.
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Strategic Expansion
The acquisition adds a profitable operating business with roughly $11M in cumulative revenue for 2024–2025, $15M in near-term purchase orders, over 220 MW deployed, and a 65,000 sq ft U.S. manufacturing facility. It complements the AirJoule Prime AWG and the GE Vernova JV.
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Seller Restrictions
The seller faces a 6-month lockup on shares, followed by a daily sale limit of 10% of the 20-day average volume, plus a 4-year non-compete and non-solicitation agreement. Additionally, $2M in deferred consideration is held back, with $250K released after the post-closing adjustment.
Analysis · AIRJ · Technology
This first acquisition transforms AirJoule from a water-from-air technology platform into a broader AI/HPC data center infrastructure provider. The deal adds a profitable operating business with roughly $11M in cumulative revenue for 2024–2025 and $15M in near-term purchase orders, plus U.S. manufacturing capacity. The structure is disciplined: only $18M cash upfront against $45M cash on hand as of August 31, with $9M in stock and up to $40M in performance-based earnout shares tied to aggressive revenue targets of $30M in 2027 and $63.6M in both 2028 and 2029. The earnout share pricing floor of $4.84 sits above today's $4.27 price, meaning any earnout issuance would occur at a premium to current levels. A 6-month lockup and volume-based sale limits on the seller's shares mitigate near-term overhang. Strategically, this expands AirJoule into the fast-growing liquid cooling market, projected to grow from $3.7B to $11.5B by 2030, directly complementing the AirJoule Prime AWG system and the GE Vernova JV.
How filings like this one have moved
In the 30 days to Oct 2, 2026, 36.4% of the 1059 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.56%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, AIRJ was trading at $4.27 on NASDAQ in the Technology sector, with a market capitalization of approximately $313.9M. The 52-week trading range was $2.22 to $6.75. This filing was assessed with positive market sentiment and an importance score of 8 out of 10.