Bitcoin Infrastructure Acquisition Corp Ltd

Bitcoin Infrastructure Acquisition Corp Ltd. (the "Company") is a special purpose acquisition company (SPAC) incorporated in the Cayman Islands on June 9, 2025, formed with the objective of completing a business combination with one or more businesses or entities ¹. The Company's efforts to identify a target will focus on companies operating in the digital asset space, specifically those building core infrastructure such as wallets, custody, exchanges, lending protocols, and tokenized financial instruments, as well as real-world applications of blockchain and distributed ledger technologies in payments, DeFi, and cross-border finance ². The Company has not yet identified any specific business combination target nor engaged in substantive discussions with any potential targets ³.

The Company's core business model is to identify and acquire a business in the digital financial infrastructure (DeFi) space, leveraging the management team's and board's experience and relationships in crypto, digital assets, and technology ecosystems ⁴. The Company intends to capitalize on three major themes driving the adoption of new digital financial infrastructure: Bitcoin as pristine collateral, stablecoins as easily accessible offshore dollars, and tokenized assets lowering barriers to entry to US capital markets ⁵. The Company generates non-operating income from interest and dividend income on cash and cash equivalents held in its Trust Account ⁶.

The Company's strategy is to identify companies building real utility and adoption with a clear regulatory path and strong alignment with local market dynamics, ideally mission-driven, globally scalable, and benefiting from increased institutional and retail crypto adoption across emerging markets ⁷. While the primary focus is digital asset infrastructure and applications, the Company will remain opportunistic in pursuing high-quality companies aligned with its expertise across new economy sectors within frontier growth markets ⁸. Key investment criteria include operations in new economy sectors with favorable macroeconomic trends, established business models with sustainable competitive advantages, sector-leading KPIs and unit economics, scalability, strong management teams and culture, market leadership, attractive valuations, and a focus on ESG and social empowerment ⁹.

For the period from June 9, 2025 (inception) through December 31, 2025, the Company reported net income of $150,959 ¹⁰. This was comprised of $645,454 of interest income on the Trust Account ¹¹, $1,378 of interest income on a money market mutual fund ¹², and a gain of $87,000 on the change in fair value of the over-allotment option liability ¹³. These were offset by $329,000 in share-based compensation expense ¹⁴, $146,605 in formation, general, and administrative expenses ¹⁵, $6,475 in insurance expense ¹⁶, $82,083 in listing fees ¹⁷, and $18,710 in administrative support fee expense ¹⁸. As of December 31, 2025, the Company had cash and cash equivalents of $2,637,478 ¹⁹ and cash and marketable securities held in the Trust Account of $220,645,454 ²⁰, with working capital of $2,582,429 ²¹. Net cash used in operating activities was $272,070 ²², net cash used in investing activities was $220,000,000 ²³, and net cash provided by financing activities was $222,909,548 ²⁴. The Company has no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities ²⁵.

The Company consummated its initial public offering (IPO) on December 3, 2025, issuing 22,000,000 units at $10.00 per unit, including a partial exercise of the underwriters' over-allotment option for 2,000,000 units, generating gross proceeds of $220,000,000 ²⁶. Simultaneously, 770,000 private units were sold at $10.00 per unit in a private placement to the Sponsor and underwriters, generating gross proceeds of $7,700,000 ²⁷. Transaction costs amounted to $13,717,902, including $4,400,000 in cash underwriting fees, up to $8,800,000 in deferred underwriting fees, a $102,000 over-allotment option liability, and $415,902 in other offering costs ²⁸. An aggregate of $220,000,000 from the net proceeds was placed in a trust account ²⁹. The Sponsor acquired 7,666,667 Class B ordinary shares for $25,000, or $0.003 per share ³⁰, with up to 1,000,000 founder shares subject to surrender depending on the over-allotment option exercise ³¹. The Sponsor also transferred 20,000 founder shares (60,000 in aggregate) to each of the independent directors for $0.003 per share ³².

The Company intends to effectuate its initial business combination using cash from the proceeds of the Initial Public Offering and the sale of the Private Units, its shares, debt, or a combination thereof ³³. The Company's management has broad discretion with respect to the specific application of the net proceeds, with substantially all of the net proceeds intended for consummating a Business Combination, less deferred underwriting commissions ³⁴. The Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account, excluding deferred underwriting discounts and taxes payable on income earned on the Trust Account, at the time of signing an agreement ³⁵. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940 ³⁶.

The Company believes that the world is in the early stages of upgrading its financial infrastructure to digital, blockchain-based rails, presenting a generational investment opportunity ³⁷. Three major themes are driving this adoption: Bitcoin as pristine collateral, USD stablecoins as easily accessible offshore dollars, and tokenized assets lowering barriers to entry to US capital markets ³⁸. Bitcoin's global popularity as a Store of Value is evidenced by BlackRock's iShares Bitcoin Trust (IBIT) becoming the fastest-growing exchange-traded fund in history, reaching $70 billion in assets under management less than a year after launch ³⁹. The trend of publicly traded companies adopting Bitcoin as a long-term treasury asset is expected to accelerate, especially with states like Texas passing Strategic Bitcoin Reserve laws in June 2025 following a March 2025 Presidential Executive Order establishing the federal US Strategic Bitcoin Reserve ⁴⁰.

USD stablecoin adoption is also growing, with total supply increasing at an 85% CAGR from $11.9 billion in July 2020 to $261.6 billion in July 2025 ⁴¹. The United States Congress passed the GENIUS Act in July 2025, providing regulatory clarity and catalyzing institutional adoption, which is projected to propel total USD stablecoin float beyond $1 trillion by 2028, representing an additional 60% CAGR from today, and creating a multi-billion dollar revenue opportunity for service providers ⁴². Tokenized real-world assets (RWAs), with USD stablecoins as an early example, are expected to expand to include all equities, debt instruments, and other assets ⁴³. Reports by RedStone, Gauntlet, and RWA.xyz call this a "largest capital migration in financial history" ⁴⁴, with BCG estimating RWAs will become a $16 trillion market ⁴⁵, McKinsey predicting a $2 trillion market ⁴⁶, and Standard Chartered projecting a $30 trillion market by 2034 ⁴⁷.

The Company expects to incur increased expenses as a result of being a public company, including legal, financial reporting, accounting, and auditing compliance costs, as well as due diligence expenses ⁴⁸. The Company anticipates approximate expenses to be paid from funds not held in the trust account, including $400,000 for legal, accounting, and other third-party expenses related to structuring and negotiating the initial business combination ⁴⁹, $150,000 for SEC filing and other legal and accounting fees related to regulatory reporting obligations ⁵⁰, $480,000 (equal to $20,000 per month for up to 24 months) for company administration, office space, utilities, and secretarial and administrative support ⁵¹, $250,000 for directors and officers insurance ⁵², and $943,324 for working capital to cover miscellaneous expenses and general corporate purposes ⁵³. These amounts are estimates and may differ materially from actual expenses ⁵⁴.

The Company believes that the amount of cash not held in the trust account will be sufficient to operate for at least the next 24 months from the closing of this offering, assuming a business combination is not consummated during that time ⁵⁵. The Company's liquidity needs prior to the IPO were satisfied through $25,000 paid by the Sponsor for founder shares and up to $300,000 in loans from the Sponsor ⁵⁶. The Promissory Note for $149,000 was repaid in full as of December 31, 2025 ⁵⁷. The Sponsor or its affiliates or certain officers and directors may loan the Company funds for transaction costs in connection with an intended initial Business Combination, with up to $1,500,000 of such loans convertible into units at $10.00 per unit ⁵⁸.

The Company faces significant risks, including the possibility that public shareholders may not have an opportunity to vote on a proposed business combination, and even if a vote is held, the initial shareholders' substantial interest (approximately 25% of issued and outstanding ordinary shares ⁵⁹) and agreement to vote in favor of any proposed business combination could lead to approval even if a majority of public shareholders do not support it ⁶⁰. The ability of public shareholders to exercise redemption rights with a large number of shares could prevent the Company from meeting minimum net worth or cash closing conditions required by a target business, increasing the probability of an unsuccessful business combination ⁶¹. If the Company fails to consummate an initial business combination within 24 months from the closing of the offering, public shareholders may receive only approximately $10.00 per share, or less in certain circumstances, and warrants will expire worthless ⁶². The Company's search for a business combination may be materially adversely affected by global macroeconomic and geopolitical risks, including military conflicts (such as the war between Russia and Ukraine and the Israel-Hamas conflict), widespread health emergencies, cyberattacks, climate change, and political instability ⁶³. Recent increases in inflation could also make it more difficult to complete an initial business combination ⁶⁴. Intense competition from other SPACs and private investors for attractive targets may increase acquisition costs or prevent the Company from finding a suitable target ⁶⁵. The Company may be deemed an "investment company" under the Investment Company Act if it acquires a target holding digital assets that are reclassified as securities, leading to burdensome compliance requirements or even liquidation ⁶⁶. The nominal purchase price paid by the Sponsor for founder shares ($0.003 per share ⁶⁷) may result in significant dilution to public shareholders upon a business combination, with an implied value per public share of $7.02 ⁶⁸ compared to the initial offering price of $10.00 per unit ⁶⁹, representing a 30.0% decrease ⁷⁰. The Company's warrants may be redeemed prior to their exercise at a disadvantageous time, making them worthless if the Class A ordinary share price equals or exceeds $18.00 per share for 20 trading days within a 30-trading-day period ⁷¹.

Management emphasizes its belief that the team is well-positioned to leverage decades of experience and extensive networks within the crypto, digital asset, and technology ecosystems to identify, acquire, and manage a business in the digital financial infrastructure (DeFi) space ⁷². The strategic priorities include capitalizing on the generational opportunity presented by the world's upgrade to digital, blockchain-based financial infrastructure, focusing on three major themes: Bitcoin as pristine collateral, stablecoins as easily accessible offshore dollars, and tokenized assets lowering barriers to entry to US capital markets ⁷³. Management intends to identify companies building real utility and adoption with a clear regulatory path and strong alignment with local market dynamics, seeking mission-driven, globally scalable partners that benefit from increased institutional and retail crypto adoption across emerging markets ⁷⁴. The Company will operate for at least 24 months from the closing of the offering, with approximately $2,223,324 ⁷⁵ available outside the trust account to fund working capital requirements, assuming no exercise of the underwriters' over-allotment option ⁷⁶.