Acquisition AI Infrastructure Corp.

Overview

Acquisition AI Infrastructure Corp. (AIIA) is a Cayman Islands exempted company formed as a special purpose acquisition company (SPAC). Its formation purpose is to effect a business combination through a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar transaction.

AIIA seeks high-impact private technology businesses advancing artificial intelligence and machine learning, and companies involved in building, operating, or enabling next-generation data center infrastructure. Target areas include AI data centers, high-performance computing, cloud infrastructure, semiconductor acceleration (GPUs and AI chips), edge computing, and the broader digital infrastructure value chain.

Recent transactions and financing

• IPO closed on October 6, 2025
  • Units sold: 13,800,000 (including full exercise of the underwriters’ over-allotment option of 1,800,000 units)
  • Price per unit: $10.00
  • Gross proceeds from IPO: $138,000,000
• Private Placement (simultaneous with IPO)
  • Units sold: 407,000 at $10.00 per unit
  • Gross proceeds: $4,070,000
  • Allocation: Sponsor purchased 269,000 Private Placement Units; Maxim Partners LLC purchased 138,000 Private Placement Units

Trust and investments

• Trust funds at closing: $138,000,000 from the IPO, plus proceeds from Private Placement Units placed in the Trust Account
• Trust investments: U.S. government treasury obligations with maturities of 185 days or less, or money market funds that invest in direct U.S. government treasury obligations and meet Rule 2a-7 criteria

Transaction timeline and redemptions

• Combination period: 18 months from the IPO closing to consummate an initial Business Combination
  • End date: April 6, 2027
  • Extensions: Possible if approved by shareholders
• Redemptions: No public redemptions occurred during fiscal year 2025

Key financial and capitalization figures

• IPO-related proceeds in Trust: $138,000,000
• Private placement proceeds: $4,070,000
• Offering costs: approximately $2,796,000 (cash underwriting fees of $2,070,000 and other offering costs of $726,000)
• Founder shares: 3,833,333 founder shares purchased by the Sponsor on May 25, 2025
• Class B ordinary shares outstanding after capitalization on October 3, 2025: 4,600,000
• Sponsor ownership: approximately 25% of issued and outstanding ordinary shares
• Private placement units: 407,000 (sponsor 269,000; Maxim 138,000)

Operations and corporate details

• Business operations: No Business Combination completed; no target identified as of December 31, 2025
• Revenue and customers: No operating revenues reported
• Employees: Two officers; no other employees reported
• Principal office: 10845 Griffith Peak Drive, Suite 200, Las Vegas, NV 89135
• Office arrangement: Space provided by the Sponsor
• Administrative services: $10,000 per month for office space, utilities, secretarial, and administrative support under an agreement with the Sponsor
• Public market status: Units listed on the New York Stock Exchange; post-combination listing requirements will apply if a Business Combination occurs

Governance and structure

• Sponsor: AIIA Sponsor Ltd. (Cayman Islands)
• Founder shares and private placements are structured to align the Sponsor’s incentives with completing a Business Combination
• Founder shares are convertible into Class A ordinary shares
• Rights and private placement rights are redeemable in connection with a Business Combination and certain contemplated events
• Possible future issuances: Additional Class A ordinary shares or preference shares may be issued to complete a Business Combination or to provide post-combination incentives
• Redemptions by public shareholders: Permitted in connection with a proposed Business Combination, subject to applicable rules and thresholds

Risks (summary)

As a pre-combination SPAC, the company has no operating revenue and incurs ongoing costs that are funded in part by arrangements with the Sponsor. The company’s success depends on identifying and completing a Business Combination within the prescribed timeframe.