AIIA SEC filings, in plain English
Everything AI Infrastructure has filed with the SEC that we hold — 37 filings, newest first, 35 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: SEC Form 10-Q (Quarterly Report) for AI Infrastructure Acquisition Corp. covering the period ended June 30, 2026. Company management reports that the Trust Account balance accreted to $141,722,933, establishing a per-share redemption value of $10.27. The filing discloses that for the six months ended June 30, 2026, the Company recorded $2,158,548 in net income, primarily from $2,467,934 in trust interest income, partially offset by $328,527 in general and administrative expenses. On structural mechanics, management confirms there have been no extensions or amendments to the Articles altering the fixed liquidation deadline of April 6, 2027. Regarding deal progress, the filing states the Company has engaged an investment bank to advise on one potential target and maintains confidentiality agreements with other prospects, but explicitly notes it has not entered into any definitive agreement, letter of intent, or term sheet. Concerning sponsor conduct and related party activity, the filing reveals the Company paid $30,000 and $60,000 in monthly administrative fees for the quarter and year-to-date, respectively, transferred 72,000 founder shares valued at $94,800 to independent directors, and confirms outstanding working capital loans and promissory notes remain at $0. Cash held outside the Trust Account stands at $858,302. Additionally, management explicitly acknowledges that the mandatory liquidation and subsequent dissolution schedule raises substantial doubt about the Company’s ability to continue as a going concern. Why it matters: The exact tracking of the $10.27 per-share trust value confirms capital accretion above standard baselines, directly defining the maximum potential return for public shareholders ahead of the absolute deadline of April 6, 2027. The unaltered deadline combined with the formal going concern qualification highlights the binary execution risk: the instrument will either resolve via a closed transaction or trigger automatic redemptions/liquidations. The disclosed advisory engagement validates active merger pursuit within regulatory bounds, while the controlled pre-combination burn rate ($858,302 cash remaining) and zero reliance on dilutive working capital loans indicate disciplined operational runway to safely navigate through the statutory expiration window.
What changed vs 2026-05-12trust $140.5M → $141.7M +1%trust account, going-concern doubt, sponsor loans outstanding +11 moved · 3 with no prior record of ours
- Trust account
- $140.5M$141.7M
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $237K · unchanged
- Redeemable shares
- 13.8M · unchanged
SpacBrain reads this as $1,243,444 was added to the trust between the two filings.
The clause …“expenses 52,406 8,135 Total current assets $ 910,708 $ 1,248,530 Investments held in Trust Account 141,722,933 139,254,999 Total Assets $ 142,633,641 $ 140,503,529 Liabilities and Shareholders’ Equity Current liabilities Due to Sponsor”…
The clause …“acceptable terms, if at all. In connection with management’s assessment of going concern considerations in accordance with Financial Accounting Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties”…
The clause “December 31, 2025 or (ii) the consummation of the Initial Public Offering. The outstanding balance under the Promissory Note of $ 236,790 was repaid at the closing of the Initial Public Offering on October 6, 2025, and as of June 30,”…
The clause “26, there were 890,000 Class A ordinary shares issued or outstanding, excluding 13,800,000 shares subject to possible redemption. Class B Ordinary Shares — The Company is authorized to issue 40,000,000 Class B ordinary shares with a par”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: SEC Schedule 13G/A amended beneficial ownership report filed on behalf of Wolverine Asset Management, LLC, Wolverine Holdings, LLC, Christopher L. Gust, and Robert R. Bellick. The filing updates prior Section 13(d) disclosures to reflect the ongoing reporting obligations of the four named entities. The excerpt contains only the cover-page identifiers and omission of transaction schedules, share tallies, or ownership percentages. As a routine compliance exhibit, it registers continued blockholder status rather than indicating a transfer of voting power, an initiation of merger talks, or a deviation from sponsor directives. Why it matters: Investors monitoring the $10.18 per share trust, the 2027-04-06 combination deadline, and the SEARCHING operational phase will find no mechanical impact on redemption windows, extension voting calculus, or sponsor conduct. The substantive takeaway is the confirmed presence of specific institutional and individual blockholders, which clarifies the potential coalition landscape for future proxy elections if AIIA reveals a target or seeks a timeline adjustment. The document makes no assertions about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel, and attributes no external statements to executives or advisors.
What changed: Amended Schedule 13G beneficial ownership report. The document identifies Karpus Management, Inc. as the reporting entity submitting an amendment to its Schedule 13G. The provided text contains no share quantities, percentage ownership figures, acquisition dates, or investment purpose clauses. Consequently, it reports no adjustment to beneficial ownership, provides no signal regarding the $10.18 trust value per share, offers no update on the 2027-04-06 redemption deadline or any proposed extension, and contains no statements regarding AIIA’s search status, target due diligence, sponsor conduct, customer base, revenue projections, market size, technology, partnerships, litigation, or personnel. Why it matters: Schedule 13G amendments routinely notify the SEC of updated holdings, changes in voting power, or shifts in investment intent. Without the embedded ownership tables or purpose language, this excerpt cannot inform whether institutional positioning indicates liquidity expectations, confidence in a pending de-SPAC transaction, or passive versus active stewardship. As presented, it carries no mechanistic weight for redemption tracking, trust distribution timing, extension voting, or sponsor evaluation.
What changed: Form 10-Q quarterly report for AI Infrastructure Acquisition Corp. (AIIA) covering the period ended March 31, 2026. Management reports that the Trust Account balance has accreted to $140,479,489 as of March 31, 2026, lifting the provisional redemption floor per Public Share to $10.18 (up from $10.09). For Q1 2026, the Company records a net income of $1,071,471, driven primarily by $1,224,490 in interest earned on the Trust Account, offset by $163,301 in general and administrative expenses and a $30,000 administrative services fee paid to the Sponsor. Cash held outside the Trust Account declined to $1,119,332, yielding working capital of $957,413. Outstanding Working Capital Loans remain at $0. Separately, the Sponsor transferred 72,000 Founder Shares to three independent directors. The Company notes substantial doubt regarding its ability to continue as a going concern, tied to the mandatory liquidation deadline of April 6, 2027, absent a completed Business Combination. Why it matters: This filing confirms AIIA remains in its 'search' phase with no substantive target discussions initiated post-IPO. The Trust Account accretion preserves shareholder downside protection slightly above the initial $10.00 threshold. The $1.119M cash reserve extends operating runway well beyond the April 2027 deadline, though thin liquidity underscores execution risk. The director share transfers and recurring administrative fees validate ongoing governance costs funded by public proceeds. The explicit going concern warning formalizes the hard stop for investor redemptions at the statutory deadline, framing the near-term investment thesis entirely around speculative merger prospects.
trust account, redeemable shares, going-concern doubt +1nothing moved · 4 with no prior record of ours
- Trust account
- not previously extracted$140.5M
- Redeemable shares
- not previously extracted13.8M
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $237K · unchanged
The clause …“expenses 5,102 8,135 Total current assets $ 1,124,434 $ 1,248,530 Investments held in Trust Account 140,479,489 139,254,999 Total Assets $ 141,603,923 $ 140,503,529 Liabilities and Shareholders Equity Current liabilities Due to Sponsor”…
The clause “26, there were 890,000 Class A ordinary shares issued or outstanding, excluding 13,800,000 shares subject to possible redemption. 14 Class B Ordinary Shares The Company is authorized to issue 40,000,000 Class B ordinary shares with a par”…
The clause …“acceptable terms, if at all. In connection with management s assessment of going concern considerations in accordance with Financial Accounting Board ( FASB ) Accounting Standards Update ( ASU ) 2014-15, Disclosures of Uncertainties”…
The clause “December 31, 2025 or (ii) the consummation of the Initial Public Offering. The outstanding balance under the Promissory Note of $ 236,790 was repaid at the closing of the Initial Public Offering on October 6, 2025, and as of March 31,”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: An annual report on Form 10-K for the fiscal year ended December 31, 2025. According to the filing, the Company completed its initial public offering on October 6, 2025, selling 13,800,000 Units (including the full exercise of a 1,800,000-unit over-allotment option) at $10.00 per Unit, generating $138,000,000 in gross proceeds. Simultaneously, 407,000 Private Placement Units were sold for $4,070,000. Management states that $138,000,000 was placed into a Trust Account with Odyssey Transfer and Trust Company. As of December 31, 2025, the Trust Account balance reached $139,254,999, equating to $10.09 per public share. The Company holds $1,240,395 in cash outside the Trust Account and reports working capital of $1,116,812. For the period from May 13, 2025 (inception) through December 31, 2025, management recorded $171,561 in general and administrative expenses against $1,269,551 in total other income (comprised of $1,254,999 in trust interest and $14,552 in operating interest), resulting in a net income of $1,097,990. The filing confirms there were zero public shareholder redemptions and notes that the mandatory Combination Period expires on April 6, 2027. Why it matters: This filing confirms AIIA’s post-IPO capital structure, trust account accretion, and operational baseline as it continues to search for an initial business combination focused on AI infrastructure and data center assets. Management asserts it has not identified a target nor engaged in substantive discussions. To sustain operations through the April 6, 2027 deadline, management considers the $1,240,395 held outside the Trust Account sufficient, though it explicitly notes that the mandatory liquidation and dissolution requirement raises substantial doubt about its ability to continue as a going concern. The sponsor currently controls approximately 25% of outstanding shares via 4,600,000 Class B ordinary shares purchased for $25,000 and has contractually waived liquidation rights for those founder shares. Additionally, three independent directors received 24,000 founder shares each upon joining the board, carrying a combined fair value of $94,800 but subject to performance-based vesting contingent on a successful Business Combination. The filing also discloses the recent adoption of an insider trading policy and a recovery of erroneously awarded compensation policy.
What changed: A Schedule 13G beneficial ownership report. The filing functions as a routine regulatory disclosure that identifies Karpus Management, Inc. as the reporting holder. It produces no operational updates regarding redemption deadlines, trust account compositions, extension proposals, target acquisition pipelines, or sponsor behavior, as the provided text omits all transactional data, share counts, and merger-related declarations. Why it matters: Because the excerpt advances no substantive assertions regarding customer concentrations, revenue streams, addressable market dimensions, strategic initiatives, technological infrastructure, commercial partnerships, active litigation, or executive personnel shifts, it delivers no actionable intelligence for SPAC tracking. Attributed entirely to Karpus Management, Inc., the submission operates strictly as a statutory holding notice and does not adjust liquidation waterfalls, search period boundaries, or deal-risk assessments for AIIA shareholders.
What changed: Schedule 13G (beneficial ownership report) identifying Wolverine Asset Management, LLC; Wolverine Holdings, LLC; Christopher L. Gust; and Robert R. Bellick as reporting persons. The filed text supplies only the form title, ICC number [0001140361-26-003226], and four holding names. It reports no aggregate shares acquired or outstanding, no percentage of class, no transaction date, no price paid, and no statement of purpose or investment plan. Consequently, it provides no update to the stated $10.18 per-share trust value, references no 2027-04-06 merger deadline mechanics, proposes no extension procedure, discloses no target identification or due diligence status, and details no sponsor conduct alterations. The document also contains no claims regarding customers, revenue, market size, technology, partnerships, litigation, or personnel changes; because no operational or financial assertions were made in the text, no attributions apply. Why it matters: This is a standard periodic disclosure confirming continued beneficial ownership by the listed Wolverine entities and principals. Without a reported share count, acquisition timing, price, or strategic purpose, the filing carries no signaling weight for AIIA’s redemption calendar, trust distribution timeline, business combination negotiation phase, or governance shifts. Tracking investors should monitor subsequent Schedule 13D amendments, Form 8-K filings announcing a definitive Business Combination Agreement, or proxy materials related to any amendment of the merger deadline before 2027-04-06.
What changed: Form 8-K Current Report and attached press release announcing the commencement of separate trading for the Company’s IPO securities. AI Infrastructure Acquisition Corp. announced that, commencing November 24, 2025, holders of the IPO units may elect to separate the Class A ordinary shares (ticker ‘AIIA’) and the rights to receive one-fifth (1/5) of a Class A ordinary share upon consummation of an initial business combination (ticker ‘AIIA R’). Unseparated units continue trading under ‘AIIA U’. Separation requires brokers to contact transfer agent Odyssey Transfer and Trust Company. The filing does not amend redemption mechanics, alter the trust account value, extend the business combination deadline, or reflect changes in sponsor conduct. Why it matters: The press release characterizes the registrant as a Cayman Islands exempted blank check company formed to effect mergers, share exchanges, asset acquisitions, or similar combinations, and attributes its leadership to Jet.AI (Nasdaq: JTAI) Chief Executive Officer Michael Winston and Chief Financial Officer George Murnane. Maxim Group LLC served as sole book runner for the initial offering, and the SEC declared the Form S-1 registration statement (File No. 333-284815) effective on September 30, 2025. As a purely administrative trading update, the document carries no target identification, valuation, partnership, or technology disclosures. Investors monitoring redemptions should track subsequent proxy materials or definitive agreement filings, as the April 6, 2027 deadline and existing redemption framework remain intact pending an announced transaction.
What changed: A routine compliance exhibit—a Form 10-Q quarterly report filed by AI Infrastructure Acquisition Corp. (AIIA). Mechanics updated: The filing confirms AIIA successfully closed its Initial Public Offering on October 6, 2025, issuing 13,800,000 Units at $10.00 per Unit and depositing $138,000,000 into the Trust Account. A concurrent private placement added $4,070,000. Subsequent to the reporting period, director Peter Stoneberg resigned on November 13, 2025, and was replaced by Weston Adams. The Sponsor transferred 60,000 Founder Shares to three independent directors and executed an administrative services agreement requiring $10,000 per month. The stated redemption deadline remains fixed at April 6, 2027. Why it matters: Substance updated: Although the $138,000,000 trust deposit locks the $10.00-per-share redemption baseline, management explicitly states that the mandatory liquidation date raises substantial doubt about the company's ability to continue as a going concern. Despite securing capital and reshaping its board, the company confirms zero substantive merger discussions have occurred. The new monthly administrative expenses and director share transfers indicate rising operational burn with no offsetting revenue or target progression, underscoring persistent execution risk ahead of the 2027 deadline.
What changed vs 2025-11-14sponsor loan $109K → $237Ksponsor loans outstanding, going-concern doubt1 moved · 1 with no prior record of ours
- Sponsor loans outstanding
- $109K$237K
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as the sponsor has advanced $127,794 more.
The clause …“of the Initial Public Offering. As of September 30, 2025, there was $ 236,790 outstanding under the Promissory Note. The outstanding balance under the Promissory Note of $ 236,790 was repaid at the closing of the Initial”…
The clause …“acceptable terms, if at all. In connection with management s assessment of going concern considerations in accordance with FASB Accounting Standards Update ( ASU ) 2014-15, Disclosures of Uncertainties about an Entity s Ability to”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Form 10-Q quarterly report for the period ended June 30, 2025, detailing the Company’s inception, interim financial position, and subsequent consummation of its Initial Public Offering and private placement. In accordance with Note 1 and Note 9, Company management reported that on October 6, 2025, the Company sold 13,800,000 public units and fully exercised an over-allotment option for 1,800,000 units, generating $138,000,000 in gross proceeds at $10.00 per unit. Management further disclosed that $138,000,000 was deposited into the Trust Account at the time of closing. Concurrently, the Company closed a private placement of 407,000 units with the Sponsor and Maxim Partners, raising $4,070,000. Transaction costs totaled $3,105,000, comprising $2,070,000 in cash underwriting fees and $1,035,000 in other offering expenses. According to the cover page data, as of November 13, 2025, 14,690,000 Class A ordinary shares and 4,600,000 Class B ordinary shares were outstanding. Management stated that cash held outside the Trust Account approximated $1,641,710 as of October 6, 2025, projecting sufficiency through April 6, 2027. Under Note 5, the Company executed an administrative services agreement committing to pay the Sponsor $10,000 per month beginning October 6, 2025, while also transferring 60,000 founder shares—valued at a total of $94,800 or $1.58 per share—to three independent directors. Note 1 additionally records that the Sponsor issued an unsecured promissory note with a principal ceiling of $300,000, of which $108,996 was outstanding as of June 30, 2025 before being repaid at IPO closing. Why it matters: These disclosures directly govern the shareholder redemption timeline and payout expectations: Company management establishes a Combination Period expiration of April 6, 2027, with an anticipated initial redemption value of $10.00 per Public Share plus pro rata interest, though management simultaneously cautions that working capital deficits of $100,144 (as of June 30, 2025) and potential third-party claims could depress distributions below the $10.00 floor absent Sponsor indemnification. The specified $1,641,710 external cash reserve dictates the operational liquidity available for target identification and due diligence before potentially triggering Working Capital Loans capped at $1,500,000 convertible at $10.00 per unit. The director share transfer arrangement financially aligns independent board members with the success or failure of a Business Combination within the statutory timeframe. Furthermore, management’s explicit acknowledgment under ASC 205-40 that mandatory liquidation post-April 6, 2027, creates substantial doubt regarding going concern status elevates the probability of full trust account distribution to public shareholders should deal negotiations exceed the defined operational horizon.
What changed: Routine compliance exhibit: a Joint Filing Agreement (Exhibit 99) submitted with a Schedule 13G/A amendment for AI Infrastructure Acquisition Corp. First, identifying the document in its own terms, this is an administrative Joint Filing Agreement between Feis Equities LLC and Lawrence M. Feis. Second, regarding the mechanics you track: the agreement bears nothing on redemption deadlines, trust value, extension provisions, deal progress, or sponsor conduct. It does not adjust the November 4, 2025 reference date, nor does it comment on the Securities Exchange Act of 1934 thresholds, trust accounting, or any shareholder action. Third, covering any other substance: Feis Equities LLC and Lawrence M. Feis make zero claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Their sole asserted action is a formal pact to jointly file the referenced Schedule 13G and any subsequent Schedule 13D amendments pursuant to Rule 13d-1(k). Why it matters: Because the text exclusively confirms a shared 13G reporting logistics arrangement, it carries no weight on AIIA’s capital structures, acquisition search window, or trustee arrangements. It neither triggers redemptions, impacts per-share trust balances, extends the deadline, nor signals sponsor activity or target advancement. Investors tracking the aforementioned mechanics should disregard this exhibit for decision-making and defer to the primary Schedule 13G/A body or SPAC-specific corporate governance filings.
What changed: Form 8-K Current Report disclosing the consummation of the initial public offering and the simultaneous private placement, accompanied by Exhibit 99.1 comprising an audited balance sheet and financial statement notes dated October 6, 2025. Per the filing, the company closed its IPO on October 6, 2025, selling 13,800,000 units at $10.00 per unit—including 1,800,000 units from the fully exercised underwriter over-allotment—to raise $138,000,000 in gross proceeds. Concurrently, 407,000 private placement units were sold to AIIA Sponsor Ltd. (269,000 units) and Maxim Partners LLC (138,000 units) at $10.00 per unit, generating $4,070,000. The registered balance sheet places $138,000,000 into a trust account administered by Odyssey Transfer and Trust Company, while recording $1,641,710 in cash, $6,425 in prepaid expenses, $696,345 in accrued liabilities, and $138,000,000 in Class A ordinary shares subject to possible redemption. Offering costs totaled $3,105,000, split between $2,070,000 in underwriting fees and $1,035,000 in other costs. The sponsor’s 3,833,333 class B founder shares, originally issued for $25,000 in expense advances, increased to 4,600,000 shares after a capitalization; 60,000 were transferred to independent directors on October 3, 2025, valued at $94,800 total, or $1.58 per share. Maxim Group received 483,000 representative shares, and management disclosed an administrative services agreement set at $10,000 per month payable to the sponsor. The filing confirms zero outstanding balances on working capital loans, a fully repaid related-party promissory note of $239,290, and a firm Combination Period expiration of April 6, 2027. Why it matters: This filing establishes the definitive trust ceiling of $138,000,000 and locks the April 6, 2027 redemption deadline, meaning shareholders’ capital remains preserved until either a business combination closes or the trust liquidates. The sponsor’s executed waivers—relinquishing redemption and liquidation rights on founder and private placement shares, committing to vote insider interests in favor of a merger, accepting a 12-month leak-out on representative shares, and assuming a contractual backstop indemnity to restore trust funds below $10.00 per public share if third-party claims arise—directly shape the risk/reward profile for public holders. Financial disclosures from the audit opinion rendered October 6, 2025, by Hacker Johnson Smith P.A., and sign-offs by Chief Financial Officer George Murnane, validate the opening balance sheet. Note 7 attributes a $4,140,000 fair value ($0.30 per right) to the public rights, calibrated against a $10.00 unit price, $9.70 underlying stock price, and a 15.5% market adjustment. Because the company operates without revenue and generates only non-operating trust interest, investors must monitor whether the $1,641,710 non-trust treasury suffices to fund the $10,000 monthly administrative payments and future transaction costs through April 2027. Any deployment of the up-to-$1,500,000 convertible working capital facility at $10.00 per unit would dilute existing equity post-combination, but no target has been identified nor substantive discussions held to date.
What changed: Routine compliance exhibit — specifically, a Joint Filing Agreement accompanying a Schedule 13G, executed by Feis Equities LLC and its Managing Member Lawrence M. Feis. The filing formalizes a joint reporting arrangement under SEC Rule 13d-1(k), stating that the Schedule 13G dated October 9, 2025, and any subsequent amendments (including Schedule 13D filings), shall be submitted on behalf of both signatories. It contains no modifications, acknowledgments, or data pertaining to redemption deadlines, trust account mechanics, extension voting, merger target progression, or sponsor conduct. Why it matters: The agreement dictates administrative responsibility for beneficial ownership disclosures, ensuring both Feis Equities LLC and Lawrence M. Feis are contractually aligned for SEC submissions. Because it addresses only regulatory filing logistics, it does not alter SPAC operational timelines, affect how ordinary shares may be redeemed, impact per-share trust balances, or signal any movement toward a business combination or sponsor departure.
What changed: Form 8-K current report announcing the closing of the Company’s initial public offering and the execution of related definitive agreements, including an Underwriting Agreement, Investment Management Trust Agreement, Rights Agency Agreement, and Letter Agreements with insiders and sponsors. The filing confirms that on October 6, 2025, the Company consummated its IPO of 13,800,000 units at $10.00 per unit, generating $138,000,000 in gross proceeds. Simultaneously, the Company completed private placements totaling 407,000 units to its Sponsor and Maxim Group LLC for $4,070,000. Pursuant to the Investment Management Trust Agreement, $138,000,000 was deposited into the Trust Account, establishing a per-share trust deposit of $10.00. The mandatory liquidation and redemption window remains fixed at 18 months from the IPO closing. No new extension requests, amendments to the trust release mechanics, or sponsor conduct waivers altering redemption timelines were reported. Why it matters: This report finalizes the exact trust balance ($138,000,000) legally restricted for public shareholders, cementing the maximum pool available for redemptions or distribution upon a business combination. By confirming the full exercise of the over-allotment option and the standard 18-month completion window without alteration, it allows investors to anchor their valuation models and redemption decisions to a settled capital base and an unextended deadline, while triggering the commencement of the Company's operational and administrative fee accruals outside the trust.
What changed: A Form 424B4 registration statement supplement functioning as a final prospectus for an initial public offering of 12,000,000 units by AI Infrastructure Acquisition Corp., a newly incorporated Cayman Islands exempted company organized to effect an initial business combination. Why it matters: The $10.00 per-unit trust allocation and 18-month operational window establish the precise cash horizon and redemption calculus governing investor exits before the April 2027 deadline. The prospectus states that management intends to focus on artificial intelligence, machine learning, and next-generation data center infrastructure, citing industry data that major data center projects announced globally in 2025 totaled approximately $1.5 trillion, including a $500 billion initiative by OpenAI, SoftBank, and Oracle and Amazon’s $100 billion commitment.
What changed: Form S-1MEF (post-effective amendment under Rule 462(b)) registering additional securities for AI Infrastructure Acquisition Corp.’s ongoing public offering. According to the filing, the registrant increased the registered offering by 2,300,000 units, with each unit comprising one Class A ordinary share and a right to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of an initial business combination. The registrant also registered an additional 80,500 Class A ordinary shares issuable to the underwriters’ representative. The filing certifies a wire transfer instruction for the filing fee due no later than October 3, 2025, declares immediate effectiveness upon SEC receipt, and incorporates the prior registration statement declared effective September 30, 2025. It does not alter the stated $10.18 trust per share, the April 6, 2027 redemption deadline, or the SEARCHING status. Why it matters: By expanding the registered unit and share count, the registrant scales up the gross capital pool, which will proportionally adjust the aggregate trust balance distributed to redeeming shareholders and shift pro forma economic and voting denominations post-deal. No business combination target, timeline, redemption price formula, extension trigger, or sponsor conduct modification appears in the text. The registration of underwriter representative shares reflects active underwriter positioning, but concrete deployment schedules, customer claims, revenue projections, technology roadmap, or partnership details remain absent. All structural and financial assertions derive solely from the registrant’s SEC filing.
What changed: SEC Form 8-A for the registration of certain classes of securities pursuant to Section 12(b) of the Securities Exchange Act of 1934, specifically registering Units, Class A Ordinary Shares, and Rights for listing on the New York Stock Exchange. The registrant, AI Infrastructure Acquisition Corp., formally registered three security classes on the NYSE with tickers AIIAU (Units), AIIA (Class A Ordinary Shares), and AIIAR (Rights). The filing specifies that solely Units will trade until the 52nd day following the date of the Registrant’s final prospectus. Why it matters: This is a routine exchange-listing filing that establishes NYSE trading symbols and dictates the initial trading sequence. It does not modify the redemption deadline, trust account mechanics, proposed business combination status, or sponsor governance. Because unit-only trading persists for 52 days post-final prospectus, investors monitoring liquidity access or rights conversion timelines should track the prospectus issuance date.
What changed: A routine compliance exhibit: SEC Form 3 Statement of Acquisition of Beneficial Ownership by Insiders for AI Infrastructure Acquisition Corp. The filing reports that Director and Chief Financial Officer George Murnane III holds 0 direct shares. No acquisition, exercise, or transfer transaction is disclosed in this entry, establishing only the current baseline position. The document does not contain language modifying the SPAC’s $10.18 trust/share balance, the 2027-04-06 redemption deadline, or any extension voting provisions. No mechanical adjustments to shareholder redemption windows, trust distribution sequencing, or warrant conversion terms are triggered by this submission. Why it matters: Investors monitor insider direct equity to gauge sponsor alignment before a business combination is announced. The filing attributes a zero-share holding to the CFO/director, which signals that any sponsor-style economic exposure likely resides in founder shares, performance warrants, private placements, or deferred compensation rather than open-market common stock purchases. The document contains no claims regarding target pipeline development, customer contracts, revenue forecasts, market size estimates, technology roadmap milestones, strategic partnerships, or ongoing litigation. Personnel references are limited to the reporting individual’s corporate titles. Because the exhibit is purely a mandatory Section 16(a) holding disclosure, it provides no new deal-progression indicators or redemption-calendar pressures, but it supplies a transparency baseline for assessing how executive incentive structures map to public shareholder returns during the search phase.
What changed: Routine compliance exhibit — SEC Form 3 insider ownership report. Director Joshua Alan Adler attested to holding 0 direct shares in AI Infrastructure Acquisition Corp. as of the 2025-09-30 submission; no securities were purchased, sold, converted, or otherwise transferred. Why it matters: This filing confirms a static, zero-share position for a director and provides no updates on target selection, business combination execution, trust account valuations, redemption scheduling, or sponsor governance shifts. It contains no substantive commercial or operational disclosures—zero references to customer pipelines, revenue projections, addressable markets, technology roadmaps, strategic alliances, litigation exposure, or executive succession. As a routine Section 16 filing, it neither advances the SEARCHING status nor alters shareholder decision-making regarding capital preservation mechanics.
What changed: SEC Form 3 — initial statement of beneficial ownership. Reporting person Peter B. Stoneberg states he holds 0 shares directly. No purchases, sales, or transfers are reported in the filing. Why it matters: This routine compliance submission does not adjust the redemption deadline, trust account mechanics, extension procedures, or business combination timeline. The filer discloses no direct equity interest at this stage; however, Form 3 routinely omits indirect founder shares, affiliate allocations, escrowed amounts, and unvested incentives that typically govern sponsor alignment and deal financing. As stated by the reporting director, the current direct position is zero, providing no update on target pursuit, merger progress, or executive compensation structures. Investors tracking the redemption calendar or trust value should monitor subsequent proxy materials, S-4 filings, or preliminary merger agreements for binding economic terms and sponsor commitment levels before making redemptive or hold decisions.
What changed: SEC Form 3 initial statement of beneficial ownership. The filing discloses that director, Chairman, and CEO Michael D. Winston holds exactly 0 direct shares in AI Infrastructure Acquisition Corp. No acquisition dates, vesting schedules, or prior balance reconciliations are included in the excerpt. Why it matters: As a routine compliance exhibit, this document does not alter redemption deadlines, trust accounting, extension provisions, or deal progression metrics. Because the reporting person declares a direct holding of 0 shares, there is no update to sponsor equity concentration relative to the SPAC’s searching status, trust value parameters, or liquidation horizon. The filing contains no claims regarding customer activity, revenue generation, market sizing, technology roadmaps, partnership agreements, litigation matters, or operational milestones. Attributed solely to the insider’s statutory self-report on file, the submission provides baseline ownership transparency without impacting shareholder exit mechanics or capital deployment timelines.
What changed: SEC Form 3 (Initial Statement of Beneficial Ownership) reporting the opening securities position of a SPAC director. Director Timothy Wrendon filed an initial Form 3 declaring a direct holding of 0 shares of AI Infrastructure Acquisition Corp. The filing contains no acquisition date, exercise price, conversion rate, or disposition activity; it merely establishes a zero-basis starting position. Why it matters: The Form 3 filing does not affect the $10.18 per-share trust account valuation, the 2027-04-06 business combination deadline, or any redemption mechanics. It records no sponsor conduct shifts, extension votes, financing events, or target search progress. According to the filing, Director Wrendon holds no direct equity, and the document discloses no substantive operational or strategic claims regarding customers, revenue, market size, technology, partnerships, litigation, or personnel.
What changed: SEC Correspondence (CORRESP) requesting acceleration of the Form S-1 registration statement effective date. Maxim Group LLC, via Lawrence Glassberg, Head of Investment Banking, advanced the proposed effective date for the Company’s IPO registration to September 30, 2025 at 5:15 p.m., Eastern time, confirming that through September 29, 2025, the underwriters distributed the Preliminary Prospectus dated September 23, 2025 to dealers and complied with applicable distribution rules. Why it matters: This acceleration moves the SPAC closer to pricing and completing its public offering, which is the prerequisite to funding the trust account that currently holds $10.18 per share. Because the company remains in SEARCHING status with no target announced, the filing does not alter the existing 2027-04-06 redemption deadline, nor does it trigger any merger-related redemption mechanics or extension votes.
What changed: A routine compliance exhibit — a Rule 461 correspondence requesting acceleration of an S-1 registration statement. AI Infrastructure Acquisition Corp., via Chief Executive Officer Michael D. Winston, formally requested that the SEC staff declare the company’s Form S-1 (File No. 333-289587) effective at 5:15 p.m. Eastern Time on September 30, 2025, or sooner upon telephone confirmation from the company or its outside counsel, Dykema Gossett PLLC. Why it matters: For investors tracking the fund’s trust value per share and contractual wind-down timeline, this submission confirms the sponsor and executive team are advancing procedural steps toward pricing or transaction effectiveness without altering the underlying shareholder exit architecture. The acceleration request simply establishes a regulatory timeline trigger and includes a standard acknowledgment of securities law responsibilities under federal statute.
What changed: Amendment No. 2 to Form S-1 Registration Statement serving as a preliminary prospectus for an initial public offering of units. No discrete amendments or term modifications are called out in the filer's narrative; the document operates as the definitive registration amendment and full IPO prospectus registering the 10,000,000 public units, concurrent private placement units, and associated underlying securities. Why it matters: This prospectus codifies the structural levers governing the upcoming IPO's economics and timeline. The registrant commits to depositing $100,000,000 into a segregated trust account ($10.00 per public share) at Odyssey Transfer and Trust Company, accessible solely upon business combination completion or mandated liquidation. The base timeline to find a target is 18 months from closing, extendable only through a shareholder-special-resolution requiring two-thirds of votes cast, with management cautioning against extending beyond 36 months. To curb redemption holdouts during proxy votes, the charter restricts any single shareholder group from redeeming more than 15% of public shares without director approval. Deal progress is transparently null: the registrant confirms it 'has not selected any specific business combination target' and 'has not... initiated any substantive discussions' with any candidate. Sponsor conduct mechanics introduce significant asymmetry: the sponsor purchased 3,833,333 founder shares for $25,000 ($0.0065 per share) and embedded anti-dilution covenants that auto-adjust conversion ratios to mathematically lock sponsor economic ownership at roughly 25% post-offering, even if public shareholders redeem heavily. Furthermore, the registrant discloses overlapping fiduciary and contractual obligations between its officers/directors and affiliate Jet.AI Inc. (NASDAQ: JTAI), establishing that acquisition opportunities may legally route to Jet.AI first. Auditor Hacker, Johnson & Smith PA qualified the financial statements with a going concern explanation, citing the company's zero operating history and absolute reliance on securing this IPO to meet liquidity thresholds.
What changed: A response letter (CORRESP) submitted by legal counsel Dykema Gossett PLLC on behalf of AI Infrastructure Acquisition Corp. to the U.S. Securities and Exchange Commission Division of Corporation Finance, addressing Staff comments from a September 18, 2025 letter regarding the Company’s Amendment No. 1 to its Registration Statement on Form S-1. The Company, via counsel Kate Bechen at 111 E. Kilbourn Ave., Suite 1050 Milwaukee, WI 53202 (Tel: 414-488-7300; Direct Dial: (414) 488-7333), reported concurrent submission of Amendment No. Why it matters: This filing confirms the sponsor is navigating the pre-effectiveness prospectus refinement stage rather than executing a business combination, which means no shareholder votes, redemption windows, or trust account draws are triggered. The SEC’s targeted review of director independence disclosures indicates the Company must finalize governance alignments between the sponsor and proposed public board before trading commences.
What changed: SEC Division of Corporation Finance comment letter dated September 18, 2025, responding to AI Infrastructure Acquisition Corp.'s Amendment No. 1 to Registration Statement on Form S-1. The SEC acknowledges the company's response to prior comments but identifies unresolved disclosure conflicts regarding board composition and sponsor alignment. As stated by SEC staff in the letter, the filing continues to represent 'Mr. Timothy' as an independent director while simultaneously disclosing his voting interest in the sponsor, prompting a directive to revise and reconcile these statements. Why it matters: Administrative pushback on director-sponsor independence disclosures indicates heightened regulatory review during the SEARCHING phase, which may extend the time required to achieve S-1 effectiveness, delay shareholder votes, or alter redemption calculus if investors perceive delayed commercialization or governance uncertainty.
What changed: Amendment No. 1 to Form S-1 Registration Statement (Preliminary Prospectus) registering securities for an initial public offering, accompanied by exhibits including the Amended and Restated Memorandum and Articles of Association, a Voting/Lock-Up/Waiver Letter Agreement, an Investment Management Trust Agreement, and independent auditor consents. The filing establishes the definitive operational mechanics for the vehicle. According to the prospectus, the company will deposit $100,000,000 ($10.00 per unit) into a segregated trust account, or $115,000,000 if the underwriters fully exercise their 45-day over-allotment option. Public shareholders may redeem shares at a per-share price equal to the trust balance as of two business days prior to consummation, divided by outstanding public shares. Management states the company will have 18 months from closing to consummate a business combination, with no statutory limit on the number of extensions achievable through shareholder votes requiring a two-thirds majority, though management does not expect to extend beyond 36 months. The sponsor acquired 3,833,333 founder shares for $25,000 (~$0.0065 per share) and committed to purchase 360,000 private placement units at $10.00 per unit. The filing specifies that if a shareholder vote is conducted outside of tender offer rules, a public shareholder acting alone or as a group is restricted from redeeming more than 15% of shares sold in the offering without director consent. Working capital loans of up to $1,500,000 may be converted into units at $10.00 per unit at the lender’s option. In the event of liquidation for failure to complete a combination, the sponsor has agreed to indemnify the trust down to $10.00 per share for third-party vendor or prospective target claims, though the filing notes the company has not independently verified the sponsor’s capacity to satisfy those obligations. Why it matters: The 18-month baseline deadline, paired with management’s stated 36-month extension ceiling, defines the execution window for public shareholders to realize trust distributions or face expiring rights. The 15% redemption cap limits activist block strategies and reduces the likelihood that mass redemptions will void minimum cash closing conditions, thereby preserving management’s ability to close transactions despite heavy public selling. The sponsor’s founder equity was purchased at $0.0065 per share, and anti-dilution provisions will adjust the 3,833,333 founder shares to equal 25% of the post-offering outstanding share count, structurally incentivizing management to pursue combinations even if the public share price trades significantly below trust par value. Concurrently, the filing discloses that executive officers and directors currently owe fiduciary or contractual obligations to Jet.AI Inc. and multiple affiliated entities; management states these affiliates will take priority when appropriate acquisition opportunities arise, which may delay or redirect deal flow. Additionally, the prospectus details that all organizational expenses, administrative support fees of $10,000 per month, and out-of-pocket reimbursements will be funded exclusively from the approximately $965,000 of net proceeds retained outside the trust account, confirming the strict segregation of public trust capital from insider cost recovery mechanisms.
What changed: A response letter to SEC staff comments (CORRESP) submitted by outside counsel Dykema Gossett PLLC on behalf of AI Infrastructure Acquisition Corp., addressing Division of Corporation Finance feedback received September 3, 2025 on the Company’s Form S-1 registration statement. Per the Company’s response, two regulatory and contractual points were updated. First, the Company revised disclosures on page 3 and throughout Amendment No. 1 to reconcile the stated fact that Mr. Why it matters: These adjustments govern pre-combination sponsor conduct and mitigate theoretical conflicts between voluntary insider equity accumulation and binding voting commitments. The SEC staff flagged a contradiction between CD&I 166.01 compliance and a rigid letter agreement; the Company’s revision preserves compliance flexibility while maintaining insider voting alignment for shares originally held. The filing confirms the SPAC continues its search phase under Amendment No.
What changed: SEC Division of Corporation Finance comment letter directed at AI Infrastructure Acquisition Corp. concerning its Form S-1 registration statement. SEC staff flagged two disclosure inconsistencies in the company’s August 13, 2025 S-1 draft that must be resolved before effectiveness: (1) According to the SEC’s September 3, 2025 letter, the company disclosed that Mr. Why it matters: Per the SEC’s review, the unresolved tension between public disclosures and binding insider voting obligations directly alters the mechanical landscape for shareholder redemptions and business combination approvals.
What changed: Form S-1 Registration Statement and Preliminary Prospectus for an initial public offering of 10,000,000 units. Establishes baseline mechanics: trust account funded with $100,000,000 ($10.00 per public share) or $115,000,000 if the underwriters’ 45-day over-allotment option is exercised in full; business combination deadline set at 18 months from closing, extendable twice by three months each via sponsor deposits of $100,000 ($0.01 per share) or $115,000 without shareholder approval, or extendable via shareholder vote up to 36 months total; redemption priced at the aggregate trust balance two business days prior to consummation; sponsor acquired 3,833,333 Class B ordinary shares for $25,000 ($0.0065 per share); $10,000 per month administrative compensation begins accruing upon consummation; up to $1,500,000 in working capital loans may convert to units at $10.00 per unit; founder shares adjust anti-dilutionally to equal 25% of outstanding shares post-offering excluding private placement shares. Why it matters: Sets the exact cash requirements for timeline extensions, defines the redemption trigger window, and structures sponsor economic incentives that create potential conflicts regarding deal pace and target quality. The Company states it focuses on AI-driven data center infrastructure, citing $1.5 trillion in 2025 global data center projects including a $500 billion Stargate initiative by OpenAI, SoftBank, and Oracle, and a $100 billion Amazon commitment. Management, led by Chief Executive Officer Michael D. Winston, notes prior SPAC transaction experience through the Oxbridge Acquisition Corp. de-SPAC completed in August 2023 resulting in Jet.AI Inc., which traded at $3.06 on August 11, 2025 with a market capitalization of approximately $9.98 million. The prospectus discloses a working capital deficiency of $10,513 as of May 31, 2025, and secures a 30-year tax exemption undertaking from the Cayman Islands government. Fiduciary duty tables show officers and directors hold concurrent roles at entities like Jet.AI Inc., Oxbridge Re Holdings Limited, Wellsite Navigator, and Kilroy Realty Corporation, which establishes priority obligations for presenting acquisition opportunities.
What changed: A Securities and Exchange Commission CORRESP (correspondence letter) filed by Dykema Gossett PLLC on behalf of AI Infrastructure Acquisition Corp. to formally respond to the SEC Division of Corporation Finance’s July 23, 2025 comment letter regarding proposed amendments to the company’s Registration Statement on Form S-1. The Company and its counsel revised multiple prospectus sections in direct response to SEC staff directives. Why it matters: This filing demonstrates active regulatory iteration on the company’s public offering documents, directly altering how investors will evaluate redemption triggers, extension feasibility, deal financing needs, and sponsor incentives prior to the scheduled trust termination window. The explicit Cayman Islands sponsorship and associated CFIUS risk warnings introduce jurisdictional execution friction that increases the probability of a failed timeline or liquidation event.
What changed: SEC Division of Corporation Finance comment letter regarding AI Infrastructure Acquisition Corp.’s Draft Registration Statement on Form S-1. According to the SEC comment letter, staff reviewers have issued ten directives requiring amendments to the June 26, 2025 draft prospectus before public filing. The SEC notes that the draft previously disclosed class B shares carry an anti-dilution adjustment targeting approximately 25% post-offering ownership, and requests cover-page revisions to quantify resulting dilution per Regulation S-K Item 1602(a)(3). Why it matters: This SEC correspondence actively shapes the SPAC’s redemption and extension mechanics by forcing explicit definitions of governance limits, dilution thresholds, and insider payout structures before the public offering launches. According to the staff’s commentary, clarifying the cap on permissible extension votes and detailing liquidation scenarios where private securities lapse worthless establishes the precise downside risk profile for shareholders redeeming at a future combination date.
What changed: A confidential cover letter to the SEC’s Division of Corporate Finance accompanying a Draft Registration Statement on Form S-1 for a proposed initial public offering of units. According to the letter dated June 26, 2025, submitted by counsel Dykema Gossett PLLC, a draft Form S-1 was transmitted to the SEC on June 25, 2025, relating to the proposed offering of Class A ordinary shares and rights to receive Class A ordinary shares. The filing states the Company will publicly submit the registration statement at least two business days prior to any requested effective date. Chief Executive Officer Michael Winston is listed as a cc recipient. The document does not mention the $10.18 trust per share, the 2027-04-06 deadline, redemption mechanics, extension triggers, or any amendment to sponsor conduct. Why it matters: The correspondence signals that the sponsor and management have advanced from a searching phase into formal SEC review for an IPO. Because counsel filed the draft on a confidential basis, substantive variables—target identification, use of proceeds, valuation benchmarks, underwriting terms, and potential modifications to the existing trust or redemption framework—remain undisclosed. As the letter specifies, public clarity arrives only after the mandatory two-business-day pre-effective window. Until that public filing occurs, there is no verified data to assess whether the proposed listing preserves the original capital structure or introduces new dilution, lock-up, or trust distribution provisions.
What changed: Confidential draft Form S-1 Registration Statement (preliminary prospectus) submitted to the Securities and Exchange Commission on June 26, 2025, registering an initial public offering of 10,000,000 units by AI Infrastructure Acquisition Corp. The filing establishes the SPAC’s operational and redemption mechanics ahead of launch. According to the prospectus, the company has not selected a specific business combination target and has not initiated any substantive discussions with potential candidates. Why it matters: The prospectus frames the acquisition mandate around artificial intelligence, machine learning, high-performance computing, cloud infrastructure, and semiconductor acceleration, asserting that 2025 global data center investments total approximately $1.5 trillion, specifically citing a $500 billion Stargate project by OpenAI, SoftBank, and Oracle, and Amazon’s $100 billion commitment to AI data centers. Management biographies identify CEO Michael D.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.