AirJoule Technologies (AIRJ) investor relations material

Deal rationale and strategic fit

• Acquisition provides immediate entry into the fast-growing AI and HPC infrastructure market, expanding commercial opportunities and product offerings.

• BitSink's expertise in cooling, electrical, and modular infrastructure complements atmospheric water generation technology, enabling integrated offerings for next-generation data centers and addressing power and water constraints.

• The deal transforms the company from a pre-revenue technology firm into a revenue-generating platform with proven deployment and customer relationships.

• BitSink's experience in converting crypto-mining sites to AI/HPC infrastructure supports ongoing market shifts and broadens deployment opportunities.

• The combined platform is positioned to address cooling, power, and water requirements for data center operators, supporting water-neutral or water-positive operations and addressing regulatory and environmental constraints.

Financial terms and conditions

• Acquisition price is $27 million upfront ($18 million cash, $9 million stock), with up to $40 million in additional equity earnout based on 2027–2029 revenue milestones; stock priced at the 15-day volume-weighted average prior to closing.

• 60% of total potential consideration is contingent on future performance, aligning incentives with shareholders.

• No debt assumed; transaction is immediately accretive to revenue and gross profit.

• BitSink has operated with no debt and maintains approximately 40% historical gross margins.

• The acquirer retains a strong balance sheet with $45 million cash post-transaction.

Synergies and expected cost savings

• Complementary product offerings enable integrated solutions for cooling and water generation, reducing water consumption and improving operational efficiency.

• BitSink's manufacturing, certifications, and customer base accelerate market entry and reduce time and capital requirements.

• Integrated modular blocks and cross-sell opportunities simplify procurement, speed deployment, and expand reach for next-generation data centers.

• Closed-loop cooling systems enable efficient use of waste heat for water generation, enhancing sustainability.

• Integrated platform aims to deliver differentiated cooling, electrical, and water solutions for next-generation data centers.