The transaction also includes up to $40 million of additional consideration payable in AIRJ common stock based on BitSink achieving revenue milestones over the three calendar years following closing, aligning a majority of potential consideration with future performance of the acquired business.

The acquisition represents a significant expansion of AirJoule Technologies' operations into the rapidly growing market for AI and HPC data center infrastructure. BitSink brings an established and profitable operating business with U.S. manufacturing capabilities, a portfolio of deployed cooling and electrical infrastructure products, and existing customer relationships; this enhances AIRJ’s differentiated platform addressing three of the most critical constraints facing next-generation AI data centers: cooling, power infrastructure and water.

Strategic Rationale

AI and HPC are driving a fundamental change in data center infrastructure requirements. Next-generation chips are elevating rack densities well beyond the practical limits of air cooling, making liquid cooling a requirement. Bloomberg Intelligence projects the data center liquid cooling market to grow from approximately $3.7 billion in 2025 to approximately $11.5 billion by 2030, with direct-to-chip making up 87% of liquid-cooling architecture. Substantially greater electrical loads are creating supply chain bottlenecks for switchgear, power distribution and related infrastructure. At the same time, water availability and consumption are becoming increasingly important considerations for data center development.

BitSink’s proven cooling architecture, including liquid cooling systems, is also well positioned for the accelerating conversion of high-density crypto-mining infrastructure to AI and HPC workloads. Public bitcoin miners have announced more than $70 billion in AI and HPC contracts, with major operators converting mining megawatts to AI and HPC compute at retrofit economics that are substantially below the cost of greenfield development. BitSink’s track record of delivering high-quality cooling and electrical equipment in this market makes it well suited to capitalize on this crypto-to-AI transition.

BitSink provides AirJoule Technologies with an established operating platform that is addressing these infrastructure trends.

Water: The AirJoule Prime atmospheric water generation ("AWG) system is designed to leverage waste heat to extract water from air, enabling distributed and resilient production of pure distilled water
Cooling: BitSink designs, manufactures, and installs cooling systems that enable liquid cooling for high density workloads, including fully integrated modular data center blocks
Power Infrastructure: BitSink’s electrical equipment products include switchboards, power distribution units, and equipment racks that support the delivery and management of the substantial electrical loads required by high density computing applications

 

The transaction with BitSink accelerates AirJoule Technologies’ existing initiatives to address data center infrastructure needs through its 50/50 joint venture with GE Vernova, including the June 2026 commissioning of the first AirJoule Prime AWG system. Prime, which utilizes low-grade waste heat to produce pure distilled water from air, is currently in transit to Europe, where it will be utilized in a first-of-a-kind deployment at a European data center in Q4 2026 through a partnership with the Net Zero Innovation Hub for Data Centers. The BitSink acquisition directly complements this strategy: its closed-loop cooling systems reject the type of low-grade waste heat that AirJoule Prime uses in its water generation process, creating a significant integration opportunity between the two product lines.

Immediate Value with Significant Expansion Potential

The acquisition provides AirJoule Technologies with several immediate strategic benefits:

Expanded AI and HPC Infrastructure Exposure and Customer Access - Broadens AirJoule Technologies' addressable market opportunity from $20 billion to $70 billion for data center cooling and power distribution while adding established commercial relationships across the data center ecosystem.
Complementary Cooling and Water Capabilities - Creates the foundation to combine BitSink's cooling infrastructure with the AirJoule AWG technology to address data centers’ cooling and water challenges.
Established Operating Business and Revenue Base - Adds a profitable operating business with cumulative revenue of approximately $11 million across 2024 – 2025 and $15 million in near-term purchase orders.
U.S. Manufacturing Platform - Adds domestic manufacturing capabilities and a 65,000-square-foot facility in Chesnee, South Carolina, with additional expansion opportunities to support future growth.

Transaction Structure Includes Equity Earnout - Conditions a significant portion of potential consideration on BitSink's future revenue performance, which aligns incentives and mitigates shareholder dilution.

 

Transaction Details

AirJoule Technologies acquired 100% of the equity interests of BitSink for aggregate upfront consideration of $18 million in cash and $9 million in AIRJ common stock with no debt. AIRJ common stock was priced based on the 15-day volume-weighted average price prior to closing.

The transaction also includes an earnout of up to $40 million payable solely in AIRJ common stock and tied to revenue milestones over the three calendar years following closing.

On August 31, 2026 (prior to the transaction), AirJoule Technologies had $45 million of cash on the balance sheet.