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BIXI on Nasdaq

Bitcoin Infrastructure Acquisition Corp Ltd

Bitcoin Infrastructure Acquisition Corp Ltd is a blank check company in the Cayman Islands.1 It is headquartered in Boca Raton, Florida.1 Its shares trade on Nasdaq under the symbol BIXI.1

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Last updated Oct 21, 2026.

Overview

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  • TickerBIXI on Nasdaq1
  • IndustryBlank Checks1
  • HeadquartersBoca Raton, Florida1
  • Incorporated inCayman Islands2
  • Business address1200 N. Federal Hwy, Suite 200, Boca Raton, Fl 334322
  • Filer categoryNon-accelerated filer, Smaller reporting company, Emerging growth company2

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We are a special purpose acquisition company incorporated on June 09, 2025, as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not identified any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us.3 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Financial statements

Every line of the balance sheet as filed: the last 1 fiscal year (annual) or 1 quarters (quarterly), latest first.7

Period ending2025-12-31
Cash and cash equivalents$2.6M
Prepaid expenses current$78.3K
Total current assets$2.7M
Cash and marketable securities held in Trust Account$220.6M
Prepaid expenses non-current$59.2K
Total non-current assets$220.7M
Total Assets$223.4M
Accounts payable$41.4K
Accrued expenses$76.5K
Accrued offering costs$449
Over-allotment option liability$15.0K
Total current liabilities$133.3K
Deferred underwriting commissions$8.8M
Total non-current liabilities$8.8M
Total Liabilities$8.9M
Class A ordinary shares subject to possible redemption, $0.0001 par value; 22,000,000 shares issued and outstanding at redemption value of $10.03 per share$220.6M
Accumulated deficit-$6.2M
Total Shareholders Deficit-$6.2M
Total Liabilities, Class A Ordinary Shares Subject to Redemption, and Shareholders Deficit$223.4M
Preferred stock, par value$0.00
Preferred stock, shares authorized1.0M shares
Preferred stock, shares issued0 shares
Preferred stock, shares outstanding0 shares

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Corporate structure

Bitcoin Infrastructure Acquisition Corp Ltd sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Bitcoin Infrastructure Acquisition Corp Ltd

  • Bitcoin Infrastructure Acquisition Corp Ltd Boca Raton, Florida

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Bitcoin Infrastructure Acquisition Corp Ltd reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$2.3M7 Dec 31, 2025

Properties, in its own words

We maintain our principal executive office at at 1200 N. Federal Hwy, Suite 200, Boca Raton, FL 33432. We consider our current office space adequate for our current operations.

Item 2 of the 10-K filed Mar 31, 2026.3

Leadership

Who has led Bitcoin Infrastructure Acquisition Corp Ltd, and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Ryan Gentry2025–now

Chief financial officer

  1. James M. Deangelis2025–now
Board members and other officers (5)

Timeline

  1. Feb 25, 20268-K Other events14
  2. Dec 22, 20258-K Entered a material agreement15
  3. Dec 12, 20258-K Other events16
  4. Dec 10, 20258-K Entered a material agreement17
  5. Dec 4, 20258-K Entered a material agreement; Unregistered sale of shares; Bylaws or fiscal year changed18
  6. Dec 1, 2025New chief executive Ryan Gentry becomes CEO8

Filings

31 filings to the SEC since October 2021: 1 annual reports, 3 quarterly reports, 5 major events, 7 insider forms, 7 large holders, 8 other. The latest 20:

  1. Aug 13, 202610-Q EDGAR
  2. Aug 13, 2026SCHEDULE 13G EDGAR
  3. May 14, 202610-Q EDGAR
  4. May 13, 2026SCHEDULE 13G/A EDGAR
  5. Mar 31, 202610-K EDGAR
  6. Feb 25, 20268-K EDGAR
  7. Feb 17, 2026SCHEDULE 13G EDGAR
  8. Feb 17, 2026SCHEDULE 13G EDGAR
  9. Feb 12, 2026SCHEDULE 13G EDGAR
  10. Jan 12, 202610-Q EDGAR
  11. Dec 22, 20258-K EDGAR
  12. Dec 12, 20258-K EDGAR
  13. Dec 10, 20258-K EDGAR
  14. Dec 8, 2025SCHEDULE 13G EDGAR
  15. Dec 5, 2025SCHEDULE 13G EDGAR
  16. Dec 4, 20258-K EDGAR
  17. Dec 2, 2025424B4 EDGAR
  18. Dec 1, 20253 EDGAR
  19. Dec 1, 20253 EDGAR
  20. Dec 1, 20253 EDGAR

The 31 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

SEC filer profile

How Bitcoin Infrastructure Acquisition Corp Ltd is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARBitcoin Infrastructure Acquisition Corp Ltd1
  • CIK0002082542
  • Employer ID (EIN)00-00000003
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company3
  • Incorporated inCayman Islands3
  • Fiscal year endsDecember 311
  • Industry code (SIC)6770 Blank Checks1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business address1200 N. Federal Hwy, Suite 200, Boca Raton, FL 334321
  • Phone212-207-00901
  • Shares outstanding22,770,000 Common Class A shares; 7,666,667 Common Class B shares as of Mar 30, 20263
  • Public float$0 as of Jun 30, 20257
  • AuditorWithumSmith+Brown, PC, New York PCAOB ID 100; no auditor attestation of internal control over financial reporting3
  • On EDGAR sinceAug 28, 20251
  • Filings31 in all: 3 (7), SCHEDULE 13G (6), 8-K (5), 10-Q (3), S-1/A (2), 10-K (1), 424B4 (1), 8-A12B (1)1
    All 13 form types

    CERT (1), CORRESP (1), S-1 (1), SCHEDULE 13G/A (1), UPLOAD (1)

  • Latest filingsAnnual report (10-K) Mar 31, 2026
    Quarterly report (10-Q) Aug 13, 2026
    Latest 8-K (8-K) Feb 25, 2026

Securities registered for trading

ClassSymbolExchange
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrantBIXIUNasdaq
Class A Ordinary SharesBIXINasdaq
Redeemable warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50BIXIWNasdaq

From the cover page of the 10-K filed Mar 31, 2026 (Section 12(b) of the Exchange Act).3

Risk factors and legal proceedings

The risks Bitcoin Infrastructure Acquisition Corp Ltd names in Item 1A of its 10-K filed Mar 31, 2026: 78 risks under these headings, as written.3

  • Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination
  • 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.
  • If we seek shareholder approval of our initial business combination, our initial shareholders have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.
  • Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of the initial business combination.
  • 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.
  • The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your ordinary shares.
  • The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
  • If we do not consummate an initial business combination within the completion window, our public shareholders may be forced to wait beyond such time before redemption from our trust account.
  • The requirement that we maintain a minimum net worth or retain a certain amount of cash could increase the probability that our business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
  • The requirement that we complete our initial business combination within 24 months from the closing of this offering may give potential target businesses leverage over us in negotiating our initial business combination and may limit the amount of time we have to conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine our ability to consummate our initial business combination on terms that would produce value for our shareholders.
  • 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.
  • 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.
The other 66 risks
  • 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.
  • Dependence on Artificial Intelligence
  • 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.
  • Macro-economic turbulence and instability relating to recent and ongoing global conflicts and other drivers of uncertainty may adversely affect our business, investments and results of operations and our ability to successfully consummate a business combination.
  • Recent increases in inflation in the United States and elsewhere could make it more difficult for us to complete our initial business combination.
  • As the number of special purpose acquisition companies evaluating targets increases, and other issued SPAC entities may come to market with superior terms for the targets, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination.
  • If we seek shareholder approval of our initial business combination pursuant to a proxy solicitation, our Sponsor, directors, executive officers, advisors and their affiliates may elect to purchase shares from other shareholders, in which case they may influence a vote in favor of a proposed business combination that you do not support.
  • If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
  • As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets or such attractive targets may not be interested to consummate a business combination with a SPAC due to a negative public perception of mergers involving SPACs. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination.
  • You will not be entitled to protections normally afforded to investors of many other blank check companies.
  • 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.
  • We will require public shareholders who wish to redeem their public shares in connection with a proposed business combination to comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights.
  • If we seek shareholder approval of our business combination pursuant to a proxy solicitation (meaning we would not conduct redemptions pursuant to the tender offer rules), and if you or a “group” of shareholders are deemed to hold in excess of 15% of the issued and outstanding public shares sold in this offering, you will lose the ability to redeem all such shares in excess of 15% of the issued and outstanding public shares sold in this offering.
  • If the funds not being held in the trust account are insufficient to allow us to operate for at least the 24 months following the closing of this offering, we may be unable to complete our initial business combination.
  • If the net proceeds of this offering and the sale of the private units and founder shares not being held in the trust account are insufficient to allow us to operate for at least the next 24 months from the closing of this offering, we may be unable to complete our initial business combination, and we will depend on loans from our Sponsor or management team to fund our search and to complete our initial business combination.
  • We may issue notes or other debt securities, or otherwise incur substantial debt, to complete our initial business combination, which may adversely affect our financial condition and thus negatively impact the value of our shareholders’ investment in us.
  • Our directors may decide not to enforce indemnification obligations against our Sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.
  • We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.
  • If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.
  • Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them.
  • We may not seek an opinion from an unaffiliated third party as to the fair market value of the target business we acquire.
  • 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.
  • 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.
  • Our initial business combination and our structure thereafter may not be tax-efficient to holders of our public shares, or public warrants. As a result of our business combination, our tax obligations may be more complex, burdensome and uncertain.
  • The post-business combination company may issue shares to investors in connection with our initial business combination at a price which is less than $10.00 or the prevailing market price of our shares the Company, the proceeds held in trust could be reduced and the per-share redemption price received by shareholders may be less than $10.00 per share.
  • The grant of registration rights to our initial shareholders and non-managing Sponsor investors may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our public shares.
  • The requirement that the target business or businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance of the funds in the trust account (less any taxes payable on interest earned) at the time of the execution of a definitive agreement for our initial business combination may limit the type and number of companies with which we may complete such a business combination.
  • Although we identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.
  • We may seek acquisition opportunities with an early-stage company, a financially unstable business or an entity lacking an established record of revenue or earnings.
  • We are not required to obtain an opinion from an independent investment banking firm or another independent entity, and consequently, an independent source may not confirm that the price we are paying for the business is fair to our shareholders from a financial point of view.
  • We may issue additional ordinary or preference shares to complete our initial business combination or under an employee incentive plan upon or after consummation of our initial business combination, which would dilute the interest of our shareholders and likely present other risks.
  • Resources could be consumed in researching acquisitions that are not consummated, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we do not complete our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account, and our warrants will expire worthless.
  • We may engage in our initial business combination with one or more target businesses that have relationships with entities that may be affiliated with our Sponsor, executive officers or directors, which may raise potential conflicts of interest.
  • We may only be able to complete one business combination with the proceeds of this offering, and the sale of the private units, which will cause us to be solely dependent on a single business, which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.
  • We may attempt to simultaneously consummate business combinations with multiple prospective targets, which may hinder our ability to consummate our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.
  • We may attempt to consummate our initial business combination with a private company about which little information is available, which may result in our initial business combination with a company that is not as profitable as we suspected, or at all.
  • Unlike some blank check companies, we do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it easier for us to consummate our initial business combination with which a substantial majority of our shareholders do not agree.
  • Provisions of our amended and restated memorandum and articles of association that relate to our pre-business combination activity (and corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval of holders of at least a majority of our issued and outstanding shares. It may be easier for us, therefore, to amend our amended and restated memorandum and articles of association and the trust agreement to facilitate the completion of an initial business combination that some of our shareholders may not support.
  • We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination. If we are unable to complete our initial business combination, our public shareholders may only receive $10.00 per share (whether or not the underwriters’ over-allotment option is exercised in full) or potentially less than $10.00 per share on our redemption, and the warrants will expire worthless.
  • 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.
  • Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.
  • Redeeming shareholders may be unable to sell their securities when they wish to in the event that the proposed business combination is not approved.
  • We may approve an amendment or waiver of the letter agreement that would allow our Sponsor to directly, or members of our Sponsor to indirectly, transfer founder shares and Private Placement Shares or membership interests in our Sponsor in a transaction in which the Sponsor removes itself as our Sponsor before identifying a business combination, which may deprive us of key personnel.
  • If we are unable to consummate our initial business combination within 24 months from the closing of this offering, our public shareholders may be forced to wait beyond such period before redemption from our trust account.
  • We may be unable to consummate an initial business combination if a target business requires that we have a certain amount of cash at closing, in which case public shareholders may have to remain shareholders of our Company and wait until our redemption of the public shares to receive a pro rata share of the trust account or attempt to sell their shares in the open market.
  • Our Sponsor may decide not to extend the term we have to consummate our initial business combination, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, and the warrants will be worthless.
  • We may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results.
  • We may not hold an annual meeting of shareholders until after the consummation of our initial business combination.
  • The warrants may become exercisable and redeemable for a security other than the Class A ordinary shares, and you will not have any information regarding such other security at this time.
  • Although we are registering the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act as part of the registration statement of which this prospectus forms a part, such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.
  • In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and other governing instruments. We may seek to amend our amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial business combination that our shareholders may not support.
  • If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.
  • If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
  • Holders of Class A ordinary shares will not be entitled to vote on any appointment and removal of our directors we hold prior to the completion of our initial business combination and will also not be able to vote on our continuation in a jurisdiction outside the Cayman Islands prior to our initial business combination.
  • We may not be able to complete a business combination with certain potential target companies if a proposed transaction with the target company may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations.
  • If the net proceeds of this offering and the sale of the private units not being held in the trust account are insufficient, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination and we will depend on loans from our Sponsor or management team to fund our search for an initial business combination, to pay our taxes and to complete our initial business combination. If we are unable to obtain these loans, we may be unable to complete our initial business combination.
  • Certain agreements related to this offering may be amended or waived without shareholder approval.
  • Unlike many other similarly structured blank check companies, our initial shareholders will receive additional Class A ordinary shares if we issue shares to consummate an initial business combination.
  • Risks Relating to the Post-Business Combination Company
  • Subsequent to our consummation of our initial business combination, we may be required to take write-downs or write-offs, or we may be subject to restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our public shares, which could cause you to lose some or all of your investment.
  • Our management team and our shareholders may not be able to maintain control of a target business after our initial business combination.
  • Transactions in connection with or in anticipation of our initial business combination and our structure thereafter may not be tax-efficient to our shareholders and warrant holders. As a result of our initial business combination, our tax obligations may be more complex, burdensome and uncertain.
  • The post-business combination company may issue shares to investors in connection with our initial business combination at a price which is less than $10.00 or the prevailing market price of our shares at that time, which could dilute the interests of our existing shareholders and add costs.
  • Regulatory change reclassifying digital assets as a security could lead to our classification as an “investment company” under the Investment Company Act and could adversely affect the market price of our digital asset holdings and the market price of our ordinary shares.
  • Risks Related to our Team and Their Respective Affiliates and to the Post-Business Combination Company
  • Because we are not limited to a particular industry or any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s operations.
  • Past performance of Meteora, our team and their respective affiliates may not be indicative of future performance of an investment in the Company.
  • Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.

Legal proceedings

To the knowledge of management, there is no material litigation, arbitration or governmental proceeding currently pending against us, any of our officers or directors in their capacity as such or against any of our property.

The opening of Item 3, Legal Proceedings.3

Sources

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