Business Context and Reporting Period
Company: AI Infrastructure Acquisition Corp. (AIIA), a Cayman Islands exempted company and emerging growth company.
Reporting Period: October 3, 2025 (Date of report); October 6, 2025 (IPO Closing Date).
Event: The Company consummated its Initial Public Offering (IPO) and entered into material definitive agreements. The Company is a special purpose acquisition company (SPAC) seeking an initial business combination.
Key Financial Metrics
| Metric | Value |
|---|---|
| IPO Gross Proceeds | $138,000,000 |
| Units Sold in IPO | 13,800,000 (including 1,800,000 from full over-allotment exercise) |
| Offering Price | $10.00 per Unit |
| Private Placement Gross Proceeds | $4,070,000 |
| Private Placement Units | 407,000 (269,000 to Sponsor; 138,000 to Maxim Partners) |
| Total Funds in Trust Account | $138,000,000 |
| Revenue/Profit/Cash Flow | Not applicable (Pre-revenue SPAC; no operating history provided in this filing) |
Material Changes and Transactions
- Capital Raise: The Company raised a total of $142,070,000 in gross proceeds ($138M from IPO + $4.07M from Private Placement).
- Trust Account: As of October 6, 2025, $138,000,000 was deposited into a U.S.-based trust account managed by Odyssey Transfer and Trust Company.
- Corporate Governance: Joshua A. Adler and Peter Stoneberg were appointed as independent directors and assigned to all board committees.
- Agreements: Entered into Underwriting, Rights Agency, Investment Management Trust, Registration Rights, and Administrative Services agreements.
Outlook, Risks, and Contingencies
- Completion Window: The Company has 18 months from the IPO closing (October 6, 2025) to complete an initial business combination, unless extended by shareholder vote.
- Redemption Rights: Public shareholders may redeem shares if the Company fails to complete a business combination within the Completion Window or if shareholders vote to amend the Charter regarding redemption rights.
- Trust Fund Restrictions: Funds in the trust account are generally not accessible until the completion of a business combination, a redemption event, or to pay income taxes on interest earned.
- Private Placement Lock-up: Sponsor and Maxim Partners cannot transfer Private Placement Units until after the initial business combination.
Investor Verification Checklist
- Verify the final prospectus (filed October 6, 2025) for specific underwriting discounts and commissions not detailed in the 8-K text.
- Confirm the exact terms of the "Completion Window" extension mechanisms in the Amended Charter (Exhibit 3.1).
- Review the Administrative Services Agreement (Exhibit 10.7) for monthly fees paid to the Sponsor.
- Monitor the trust account balance for interest earnings available for tax payments.
- Check for any subsequent filings regarding the selection of a target business combination.