{"filing":{"accession_number":"0001193125-26-389855","cik":"0001855474","ticker":"AIRJW","company_name":"AirJoule Technologies Corp.","form":"8-K","filing_date":"2026-09-14","report_date":"2026-09-10","primary_document":"airj-20260910.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1855474/000119312526389855/airj-20260910.htm"},"events":[{"id":33127,"run_id":30453,"accession_number":"0001193125-26-389855","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"summary":"AirJoule Technologies acquired 100% of BitSink LLC on September 10, 2026, for $18 million in cash and 1,859,504 shares of Class A common stock (valued at approximately $9 million), plus up to $40 million in earnout consideration tied to revenue milestones. The acquisition expands AirJoyle's addressable market from $20 billion to $70 billion and adds a profitable operating business with $11 million in cumulative 2024–2025 revenue, $15 million in near-term purchase orders, U.S. manufacturing capabilities, and 220+ MW of deployed equipment.","company_name":"AirJoule Technologies Corp.","ticker":"AIRJW","filing_date":"2026-09-14","form":"8-K","submitted_at":null,"items":[{"id":36484,"accession_number":"0001193125-26-389855","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"AirJoule Technologies acquired 100% of BitSink LLC's equity interests on September 10, 2026, for $18 million in cash and 1,859,504 shares of Class A common stock (valued at approximately $9 million), plus up to $40 million in earnout consideration tied to revenue milestones. This is a material acquisition that expands AirJoule's addressable market from $20 billion to $70 billion and adds an established, profitable operating business with $11 million in cumulative 2024–2025 revenue and $15 million in near-term purchase orders. The transaction is disclosed under Item 1.01 (Entry into a Material Definitive Agreement) and represents a significant strategic expansion into AI and HPC data center infrastructure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-14T11:59:50.832953+00:00","company_name":"","ticker":null,"filing_date":""},{"id":36485,"accession_number":"0001193125-26-389855","item_number":"3.02","item_title":"Unregistered Sale of Equity Securities","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"Item 3.02 discloses an unregistered sale of Class A Common Stock under Section 4(a)(2) of the Securities Act, with up to 8,264,463 shares potentially issued as earnout consideration. While the primary transaction is the BitSink acquisition (ma_activity), the Item 3.02 filing specifically addresses the equity issuance mechanics—shares issued at closing plus contingent earnout shares—making dilutive_issuance the most precise classification for this section. The acquisition itself is material, and the equity component (totaling $9 million upfront plus up to $40 million in earnout stock) represents a significant dilutive element to existing shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-14T11:59:50.832953+00:00","company_name":"","ticker":null,"filing_date":""},{"id":36486,"accession_number":"0001193125-26-389855","item_number":"7.01","item_title":"Regulation FD Disclosure","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"AirJoule Technologies announced the acquisition of BitSink for $18 million in cash and $9 million in stock, plus up to $40 million in earnout consideration. The press release explicitly states this is a material acquisition that \"represents a significant expansion of AirJoule Technologies' operations\" and \"transforms AirJoule Technologies into a broader infrastructure solutions provider.\" The transaction adds a profitable operating business with $11 million in cumulative revenue and $15 million in near-term purchase orders, along with U.S. manufacturing capabilities and 220+ MW of deployed equipment.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-14T11:59:50.832953+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":36484,"accession_number":"0001193125-26-389855","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"AirJoule Technologies acquired 100% of BitSink LLC's equity interests on September 10, 2026, for $18 million in cash and 1,859,504 shares of Class A common stock (valued at approximately $9 million), plus up to $40 million in earnout consideration tied to revenue milestones. This is a material acquisition that expands AirJoule's addressable market from $20 billion to $70 billion and adds an established, profitable operating business with $11 million in cumulative 2024–2025 revenue and $15 million in near-term purchase orders. The transaction is disclosed under Item 1.01 (Entry into a Material Definitive Agreement) and represents a significant strategic expansion into AI and HPC data center infrastructure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-14T11:59:50.832953+00:00","company_name":"AirJoule Technologies Corp.","ticker":"AIRJW","filing_date":"2026-09-14"},{"id":36485,"accession_number":"0001193125-26-389855","item_number":"3.02","item_title":"Unregistered Sale of Equity Securities","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"Item 3.02 discloses an unregistered sale of Class A Common Stock under Section 4(a)(2) of the Securities Act, with up to 8,264,463 shares potentially issued as earnout consideration. While the primary transaction is the BitSink acquisition (ma_activity), the Item 3.02 filing specifically addresses the equity issuance mechanics—shares issued at closing plus contingent earnout shares—making dilutive_issuance the most precise classification for this section. The acquisition itself is material, and the equity component (totaling $9 million upfront plus up to $40 million in earnout stock) represents a significant dilutive element to existing shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-14T11:59:50.832953+00:00","company_name":"AirJoule Technologies Corp.","ticker":"AIRJW","filing_date":"2026-09-14"},{"id":36486,"accession_number":"0001193125-26-389855","item_number":"7.01","item_title":"Regulation FD Disclosure","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"AirJoule Technologies announced the acquisition of BitSink for $18 million in cash and $9 million in stock, plus up to $40 million in earnout consideration. The press release explicitly states this is a material acquisition that \"represents a significant expansion of AirJoule Technologies' operations\" and \"transforms AirJoule Technologies into a broader infrastructure solutions provider.\" The transaction adds a profitable operating business with $11 million in cumulative revenue and $15 million in near-term purchase orders, along with U.S. manufacturing capabilities and 220+ MW of deployed equipment.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-14T11:59:50.832953+00:00","company_name":"AirJoule Technologies Corp.","ticker":"AIRJW","filing_date":"2026-09-14"}]}