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Bitcoin Infrastructure Acquisition Corp Ltd

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Business Summary

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 . 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 . The Company has not yet identified any specific business combination target nor engaged in substantive discussions with any potential targets .

The Company's core business model is to identify and acquire a business in the digital financial infrastructure space, leveraging the management team's and board's experience and industry contacts . The Company generates non-operating income from interest and dividend income on cash and cash equivalents held in its Trust Account . Revenue generation from operations is not expected until after the completion of an initial business combination . The primary customer segments for the target businesses are expected to be those benefiting from the upgrade of financial infrastructure to digital, blockchain-based rails, including individuals, companies, and states leveraging Bitcoin as collateral, users of USD stablecoins, and institutions adopting tokenized real-world assets .

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 . 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 .

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

The Company consummated its initial public offering on December 3, 2025, issuing 22,000,000 units at $10.00 per unit, generating gross proceeds of $220,000,000 . Simultaneously, 770,000 private units were sold at $10.00 per unit, generating gross proceeds of $7,700,000 . Transaction costs totaled $13,717,902, including a $4,400,000 cash underwriting fee and up to $8,800,000 in deferred underwriting fees . An aggregate of $220,000,000 from the net proceeds was placed in a trust account . The Sponsor acquired 7,666,667 Class B ordinary shares for $25,000 , and committed to transfer 60,000 founder shares to independent directors for $0.003 per share . The Company also borrowed $149,000 under a promissory note from the Sponsor, which was repaid in full by December 31, 2025 .

Business Outlook

The Company's management has broad discretion regarding the application of the net proceeds from the Initial Public Offering and Private Placement Units, with substantially all net proceeds intended for consummating a Business Combination, less deferred underwriting commissions . The Company's Business Combination must involve one or more target businesses with a fair market value equal to at least 80% of the net balance in the Trust Account at the time of signing an agreement . The post-Business Combination company must own or acquire 50% or more of the outstanding voting securities of the target or a controlling interest sufficient to avoid registration as an investment company .

The Company believes the world is in the early stages of upgrading its financial infrastructure to digital, blockchain-based rails, presenting a generational opportunity . Three major themes are driving adoption: Bitcoin as pristine collateral, stablecoins as easily accessible offshore dollars, and tokenized assets lowering barriers to entry to US capital markets . Bitcoin's popularity as a Store of Value is evidenced by BlackRock's iShares Bitcoin Trust (IBIT) reaching $70 billion in assets under management in less than a year . The trend of publicly traded companies adopting Bitcoin as a long-term treasury asset is expected to accelerate, 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 . Building infrastructure for securing and leveraging Bitcoin treasury holdings is seen as a global opportunity .

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 . The GENIUS Act, passed by the United States Congress in July 2025, provided regulatory clarity, which is expected to catalyze institutional adoption and propel total USD stablecoin float beyond $1 trillion by 2028, representing an additional 60% CAGR . This growth is anticipated to create a multi-billion dollar revenue opportunity for service providers facilitating secure custody, liquidity, and payment services .

Tokenized real-world assets (RWAs) are another significant growth area, following the success of USD stablecoins as the first tokenized RWAs . Early institutional examples include BlackRock's $2.9 billion BUIDL fund and Apollo's ACRED private credit tokenization . Reports by RedStone, Gauntlet, and RWA.xyz describe this as potentially "the largest capital migration in financial history," with BCG estimating RWAs will become a $16 trillion market, McKinsey predicting a $2 trillion market, and Standard Chartered projecting a $30 trillion market by 2034 .

The Company expects to incur increased expenses as a public company for legal, financial reporting, accounting, and auditing compliance, as well as for due diligence expenses . The Company believes that the cash not held in the trust account, approximately $2,223,324 (assuming no over-allotment option exercise) , will be sufficient to operate for at least 24 months from the closing of the offering . These funds are allocated for legal, accounting, and third-party expenses related to structuring and negotiating the business combination ($400,000) , SEC filing and regulatory reporting fees ($150,000) , company administration, office space, utilities, and secretarial support ($480,000, or $20,000 per month for up to 24 months) , directors and officers insurance ($250,000) , and working capital for miscellaneous expenses and general corporate purposes ($943,324) .

Risk Factors

The Company faces several material 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 outstanding ordinary shares) and agreement to vote in favor of a business combination could lead to approval even if a majority of public shareholders do not support it . The ability of public shareholders to exercise redemption rights for a large number of shares could prevent the Company from meeting minimum net worth or cash closing conditions for a business combination, increasing the probability of an unsuccessful transaction . 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 . The Company's search for a business combination may be adversely affected by intense competition from other entities, including other SPACs, which could increase acquisition costs or prevent finding a suitable target . Macroeconomic and geopolitical risks, such as military conflicts (e.g., Russia-Ukraine war, Israel-Hamas conflict) , pandemics (e.g., COVID-19) , and inflation , could materially adversely affect the Company's ability to complete a business combination or the operations of a target business. If the Company acquires a target heavily involved in Artificial Intelligence (AI), it may face risks related to data integrity, security, regulation, and intense competition in the rapidly evolving AI landscape . Changes in international trade policies, tariffs, and treaties could negatively impact the attractiveness of targets or the post-business combination company's financial results . The Company may be deemed a "passive foreign investment company" (PFIC), which could result in adverse U.S. federal income tax consequences for U.S. investors . If the Company domesticates to a U.S. corporation, redemptions could be subject to a 1% U.S. federal excise tax, reducing cash available for the target business . The nominal purchase price paid by the Sponsor for founder shares ($0.003 per share) may result in significant dilution to public shareholders upon a business combination . The warrant agreement designates New York courts as the exclusive forum for certain disputes, potentially limiting warrant holders' ability to choose a favorable judicial forum .

Management Priorities

Management's message emphasizes leveraging their decades of experience and extensive networks within the crypto, digital asset, and technology ecosystems to identify, acquire, and manage businesses in the digital financial infrastructure space (DeFi) . They believe the world is undergoing a generational upgrade to digital, blockchain-based financial infrastructure, driven by Bitcoin as pristine collateral, USD stablecoins as accessible offshore dollars, and tokenized real-world assets . The Company's strategic priorities include identifying companies with real utility, clear regulatory paths, global scalability, and alignment with local market dynamics, particularly those benefiting from institutional and retail crypto adoption in emerging markets . Management intends to be a long-term partner to the post-merger entity, assisting in the transition to a U.S.-listed company and driving long-term growth . They anticipate incurring approximately $400,000 for legal, accounting, and third-party expenses related to structuring and negotiating the initial business combination, $150,000 for SEC filing and regulatory reporting fees, $480,000 for company administration and office support, $250,000 for directors and officers insurance, and $943,324 for working capital .

View Source Annual Report on SEC.gov ↗

References

  1. [1] Item 1, Business — General
  2. [2] Item 1, Business — General
  3. [3] Item 1, Business — General
  4. [4] Item 1, Business — Our Business Strategy
  5. [5] Item 7, MD&A — Results of Operations and Known Trends or Future Events
  6. [6] Item 7, MD&A — Results of Operations and Known Trends or Future Events
  7. [7] Item 1, Business — Market Opportunity
  8. [8] Item 1, Business — Market Opportunity
  9. [9] Item 1, Business — Market Opportunity
  10. [10] Item 7, MD&A — Results of Operations and Known Trends or Future Events
  11. [11] Item 7, MD&A — Results of Operations and Known Trends or Future Events
  12. [12] Item 7, MD&A — Results of Operations and Known Trends or Future Events
  13. [13] Item 7, MD&A — Results of Operations and Known Trends or Future Events
  14. [14] Item 7, MD&A — Results of Operations and Known Trends or Future Events
  15. [15] Item 7, MD&A — Results of Operations and Known Trends or Future Events
  16. [16] Item 7, MD&A — Results of Operations and Known Trends or Future Events
  17. [17] Item 7, MD&A — Results of Operations and Known Trends or Future Events
  18. [18] Item 7, MD&A — Results of Operations and Known Trends or Future Events
  19. [19] Item 7, MD&A — Liquidity and Capital Resources
  20. [20] Item 7, MD&A — Liquidity and Capital Resources
  21. [21] Item 7, MD&A — Liquidity and Capital Resources
  22. [22] Item 7, MD&A — Liquidity and Capital Resources
  23. [23] Item 7, MD&A — Liquidity and Capital Resources
  24. [24] Item 7, MD&A — Liquidity and Capital Resources
  25. [25] Item 7, MD&A — Contractual Obligations
  26. [26] Item 7, MD&A — Liquidity and Capital Resources
  27. [27] Item 7, MD&A — Liquidity and Capital Resources
  28. [28] Item 7, MD&A — Liquidity and Capital Resources
  29. [29] Item 7, MD&A — Liquidity and Capital Resources
  30. [30] Item 7, MD&A — Related Party Transactions — Founder Shares
  31. [31] Item 7, MD&A — Related Party Transactions — Founder Shares
  32. [32] Item 7, MD&A — Related Party Transactions — Promissory Note — Related Party
  33. [33] Item 7, MD&A — Liquidity and Capital Resources
  34. [34] Item 7, MD&A — Liquidity and Capital Resources
  35. [35] Item 7, MD&A — Liquidity and Capital Resources
  36. [36] Item 1, Business — Market Opportunity
  37. [37] Item 1, Business — Market Opportunity
  38. [38] Item 1, Business — Market Opportunity
  39. [39] Item 1, Business — Market Opportunity
  40. [40] Item 1, Business — Market Opportunity
  41. [41] Item 1, Business — Market Opportunity
  42. [42] Item 1, Business — Market Opportunity
  43. [43] Item 1, Business — Market Opportunity
  44. [44] Item 1, Business — Market Opportunity
  45. [45] Item 1, Business — Market Opportunity
  46. [46] Item 1, Business — Market Opportunity
  47. [47] Item 7, MD&A — Results of Operations and Known Trends or Future Events
  48. [48] Item 7, MD&A — Liquidity and Capital Resources
  49. [49] Item 7, MD&A — Liquidity and Capital Resources
  50. [50] Item 7, MD&A — Liquidity and Capital Resources
  51. [51] Item 7, MD&A — Liquidity and Capital Resources
  52. [52] Item 7, MD&A — Liquidity and Capital Resources
  53. [53] Item 7, MD&A — Liquidity and Capital Resources
  54. [54] Item 7, MD&A — Liquidity and Capital Resources
  55. [55] Item 1A, Risk Factors — Our initial shareholders will control a substantial interest in us and thus may influence certain actions requiring a shareholder vote, potentially in a manner that you do not support.
  56. [56] Item 1A, Risk Factors — Our public shareholders may not be afforded an opportunity to vote on our proposed business combination, and even if we hold a vote, holders of our founder shares will participate in such vote, which means we may consummate our initial business combination even though a majority of our public shareholders do not support such a combination.
  57. [57] Item 1A, Risk Factors — The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to consummate the most desirable business combination or optimize our capital structure.
  58. [58] Item 1A, Risk Factors — We may not be able to consummate our initial business combination within the required time period, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.
  59. [59] Item 1A, Risk Factors — Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on our redemption of their stock, and our warrants will expire worthless.
  60. [60] Item 1A, Risk Factors — Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent and ongoing military action between Russia and Ukraine.
  61. [61] Item 1A, Risk Factors — Our search for and ability to complete a business combination, and any target business with which we ultimately complete a business combination, may be adversely affected by general market conditions, political considerations, pandemics, volatility in the capital and debt markets and other social and geopolitical events.
  62. [62] Item 1A, Risk Factors — Recent increases in inflation in the United States and elsewhere could make it more difficult for us to complete our initial business combination.
  63. [63] Item 1A, Risk Factors — Dependence on Artificial Intelligence
  64. [64] Item 1A, Risk Factors — Changes in international trade policies, tariffs and treaties may have a material adverse effect on our search for an initial business combination target, our ability to complete an initial business combination, and/or our business, financial condition and results of operations following completion of an initial business combination.
  65. [65] Item 1A, Risk Factors — We may be a passive foreign investment company, or “PFIC,” which could result in adverse United States federal income tax consequences to U.S. investors.
  66. [66] Item 1A, Risk Factors — If our initial business combination involves a company organized under the laws of the United States (or any subdivision thereof), it is possible a U.S. federal excise tax could be imposed on us in connection with any redemptions of our public shares after or in connection with such initial business combination.
  67. [67] Item 1A, Risk Factors — The nominal purchase price paid by our Sponsor and advisor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination.
  68. [68] Item 1A, Risk Factors — The nominal purchase price paid by our Sponsor and advisor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination.
  69. [69] Item 1A, Risk Factors — Our warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our Company.
  70. [70] Item 1, Business — General
  71. [71] Item 1, Business — Market Opportunity
  72. [72] Item 1, Business — Market Opportunity
  73. [73] Item 1, Business — Our Business Strategy
  74. [74] Item 7, MD&A — Liquidity and Capital Resources

Analysis on 5/20/2026