Short answer
AirJoule Technologies Corp. (AIRJ) filed an 8-K current report with the SEC on September 14, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 7.01 (Regulation FD Disclosure), Item EX-99.1 (Exhibit EX-99.1). Securities offered and sold under Securities Act Section 4(a)(2) private-placement exemption.
AirJoule Technologies Corp. 8-K event analysis
AI summary of each reported item and its exhibits
Item 1.01 · Entry into a Material Definitive Agreement
- Securities offered and sold under Securities Act Section 4(a)(2) private-placement exemption
- Transaction relies partly on seller representations regarding exemption eligibility
- Unregistered issuance limits immediate public tradability and carries securities-law compliance risk
Item 7.01 · Regulation FD Disclosure
- No substantive Regulation FD disclosure in the provided excerpt
- Excerpt contains standard non-incorporation and liability disclaimer language
Item EX-99.1 · Exhibit EX-99.1
- Acquired 100% of BitSink for $18M cash and $9M AIRJ stock, expanding into AI and HPC cooling, power distribution, and racking
- Earnout up to $40M payable solely in AIRJ stock, tied to revenue milestones over three years; limits upfront cash use but creates potential dilution
- BitSink adds profitable operations, approximately $11M cumulative 2024–2025 revenue, and $15M in near-term purchase orders
- BitSink has deployed 220+ MW across North America and adds a 65,000-square-foot South Carolina manufacturing facility
- Strategic upside from integrating BitSink cooling with AirJoule water generation, while execution and acquisition-integration risks remain significant
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
Other AirJoule Technologies Corp. 8-K filings
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