Bitcoin Infrastructure Acquisition Corp Ltd-A美股招股说明书(2025-12-02版)

Bitcoin Infrastructure Acquisition Corp Ltd. 20,000,000 Units Bitcoin Infrastructure Acquisition Corp Ltd., a Cayman Islands exempted company (the “Company”), is a newly organized blankcheck company or special purpose acquisition company (“SPAC”) formed for the purpose of entering into a merger, share exchange,asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses, whichwe refer to throughout this prospectus as our “initial business combination.” We have not selected any specific business combinationtarget. To date, our efforts have been limited to organizational activities as well as activities related to this offering. Our efforts toidentify a potential initial business combination target will focus on companies operating in the digital asset space. While we maypursue an initial business combination in any business or industry, we expect to focus on sectors aligned with the ongoing digitizationof financial infrastructure. These include digital assets, Web3 technologies, financial services infrastructure, and other blockchain-driven business models. Our management team and board have a decades-long track record of investing across the crypto, digital asset, and technologyecosystems. We believe we are well-positioned to identify businesses that are building core infrastructure such as wallets, custody,exchanges, data protocols, and tokenized financial instruments as well as real-world applications of blockchain and distributed ledgertechnologies, including in payments, DeFi (as defined herein), and cross-border finance. This is an initial public offering of our securities. We are offering 20,000,000 units at an offering price of $10.00 each. Each unitconsists of one Class A ordinary share and one-half of one redeemable warrant. We refer herein to the units sold in this offering as our“public units,” and the components thereof as our “public shares,” and “public warrants,” respectively. Each whole warrant entitles theholder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described in this prospectus.Each warrant will become exercisable 30 days after the completion of our initial business combination, and will expire on the fifthanniversary of the completion of our initial business combination, or earlier upon redemption or liquidation as described in thisprospectus. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. As a result, you mustpurchase at least two units in order to validly exercise your warrants. We have also granted, Cohen & Company Capital Markets, adivision of Cohen & Company Securities, LLC, as representative of the several underwriters (the “Representative”), a 45-day option topurchase up to an additional 3,000,000 units solely to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or voteagainst, our initial business combination, all or a portion of their Class A ordinary shares that are sold as part of the public units in thisoffering, which we refer to collectively as our public shares, upon the completion of our initial business combination at a per-shareprice, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days priorto the consummation of our initial business combination, including interest earned on the funds held in the trust account, less taxespayable, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein.See“Summary—The Offering—Redemption rights for public shareholders upon completion of our initial businesscombination” and “Summary — The Offering — Redemption of public shares and distribution and liquidation if no initialbusiness combination” for more information. Table of Contents Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we donot conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended andrestated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder orany other person with whom such shareholder is acting in concert or as a “group” (as defined under Section13 of the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than anaggregate of 15% of the shares sold in this offering without our prior consent. However, we would not be restricting our shareholders’ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in thisoffering) for or against our initial business combination.See “Summary — The Offering — Limitation o