AirJoule Technologies Corp. 8K

AirJoule Technologies LLC agreed to acquire 100% of Bitsink LLC from its sole owner for cash, stock and contingent earnout consideration under a detailed Securities Purchase Agreement dated September 10, 2026.

AirJoule Technologies LLC entered into a Securities Purchase Agreement dated September 10, 2026 to acquire from sole owner Stanislav Dyshko all of the equity interests in Bitsink LLC, a South Carolina limited liability company, for aggregate consideration consisting of $18 million of base cash (subject to cash, debt and transaction-expense adjustments and a $2 million deferred holdback), plus 1,859,504 shares of parent stock and potential earnout payments of up to $40 million in additional parent equity based on future revenue performance, with customary closing deliverables, payoff of Company indebtedness, termination of related-party transactions, officer and director resignations, new employee offer letters, IP assignment agreements, real estate lease arrangements, and a post-closing purchase price adjustment and earnout dispute-resolution framework.

Filing Facts

CIK

1855474

Ticker

-

Form

8K

Source Type

sec

Accession

0001193125-26-389855

Alert Tier

8