🧾 What This Document Is

This is the annual report (Form 10-K) for Bitcoin Infrastructure Acquisition Corp Ltd. (BIXIW) for the fiscal year ended December 31, 2025. It's a detailed report required by the SEC that explains who the company is, its business plan, risks, and financial condition.

👉 In simple terms, this company is a Special Purpose Acquisition Company (SPAC), also known as a "blank check" company. It was created to raise money through an IPO to buy an existing company in the future, specifically one in the digital financial infrastructure space.

🏢 What The Company Does

Bitcoin Infrastructure Acquisition Corp Ltd. is a Cayman Islands company with its principal executive office at 1200 N. Federal Hwy, Suite 200, Boca Raton, FL 33432. Its business is to find and merge with ("acquire") an operating business.

👉 Its specific target focus is on digital financial infrastructure, especially companies related to:

• Bitcoin as pristine collateral.
• Stablecoins (digital dollars).
• Tokenized Real-World Assets (RWAs) like stocks and bonds.

The management team believes this is a generational opportunity as the world's financial system upgrades to blockchain technology.

💰 Financial Highlights & Structure

This is a newly formed SPAC, so it has no operational revenue. Its financials are about the capital raised and held in trust.

• IPO Date: Completed its Initial Public Offering on December 3, 2025.
• Shares Outstanding (as of March 30, 2026):
  • 22,770,000 Class A Ordinary Shares
  • 7,666,667 Class B Ordinary Shares (Founder Shares)
• Securities Traded on Nasdaq:
  • BIXIU: Units (each unit = 1 Class A Share + ½ Warrant)
  • BIXI: Class A Ordinary Shares
  • BIXIW: Redeemable Warrants (each whole warrant buys 1 Class A Share at $11.50)
• Key Financial Pool: The company has approximately $200 million (or $230 million if underwriters' option is fully exercised) held in a trust account. This money will be used to fund a future business combination.

🚀 Key Moves & Strategy

Since its IPO, the company has been organizing and setting up its search for a target. Key moves include:

• Forming the Team & Sponsor: The sponsor, Samara Acquisition Sponsor V Ltd., was established, led by Vikas Mittal.
• Defining Investment Criteria: They will look for companies with established models, scalable operations, strong management, and market leadership in their sector.
• Starting the Search: While they have not yet identified a specific target, they are leveraging their management team's network in the crypto and finance industries to find opportunities.

👉 The company has a deadline to complete a business combination, known as the "completion window." If they fail, the company will liquidate.

🔮 What's Next

The company's entire focus is now on finding and completing an initial business combination.

• They are actively searching for a target that fits their criteria in digital financial infrastructure.
• They must acquire a business with a fair market value of at least 80% of the trust account balance.
• Once a target is found, public shareholders will have the chance to redeem their shares for their share of the trust account or vote on the merger.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

• Focused Niche: Targeting a high-growth area (Bitcoin, stablecoins, tokenization) with significant market potential.
• Experienced Team: Management claims a strong network and experience in digital finance and complex transactions.
• Capital Ready: Has ~$200M+ in trust ready to deploy for an acquisition.

⚠️ Major Risks:

• No Target Yet: They have no specific acquisition target, making the investment highly speculative.
• Single Business Risk: After a merger, success will depend entirely on one company.
• Redemption Pressure: If many shareholders redeem their shares before the merger, the company could be left with less money than expected to complete the deal.
• Competition: They face intense competition from many other SPACs looking for similar targets.

🧠 The Analogy

Investing in this SPAC is like giving a talented chef money to build a restaurant before they've chosen the menu or location. You're betting entirely on the chef's skill and taste. The chef (management team) has a specific genre in mind (digital finance), but until they find the perfect location and create the menu (identify and merge with a target), your money sits locked in a safe (the trust account), waiting.

📇 Key Contacts & People

• Company Address: 1200 N. Federal Hwy, Suite 200, Boca Raton, FL 33432
• Company Phone: 212-207-0090
• Sponsor: Samara Acquisition Sponsor V Ltd. (Cayman Islands exempted company)
• Sponsor Owner: SAMARA DE V, LLC, owned and controlled by Vikas Mittal and his immediate family.
• Underwriter Representative: Cohen and Company Capital Markets (a division of Cohen & Company Securities, LLC).

🧩 Final Takeaway

This filing outlines the launch of a cash-shell company (SPAC) with ~$200M in trust that is specifically hunting for a business in the Bitcoin, stablecoin, and tokenized asset infrastructure space. Investors are essentially betting on the management team's ability to find and buy a compelling company in this niche before their deadline runs out.