
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☒No☐ As of January 9, 2026, there were 22,770,000 Class A ordinary shares, par value $0.0001, issued and outstanding, and 7,666,667 ClassB ordinary shares, $0.0001 par value, issued and outstanding. PART I – FINANCIAL INFORMATION The accompanying notes are an integral part of these unaudited condensed financial statements. BITCOIN INFRASTRUCTURE ACQUISITION CORP LTD.NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTSSEPTEMBER30, 2025 Note 1 — Organization and Business Operations Bitcoin Infrastructure Acquisition Corp Ltd. (formerly known as Meteora Venture Partners Acquisition Corporation V Ltd.) (the“Company”) is a blank check company incorporated as a Cayman Islands exempted company on June9, 2025. The Company wasincorporatedfor the purpose of entering into a merger,share exchange,asset acquisition,stock purchase,recapitalization,reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not As of September30, 2025, the Company has not commenced any operations. All activity for the period from June9, 2025 (inception)through September30, 2025 relates to the Company’s formation and the Initial Public Offering (as defined below). The Company willnot generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company may On December3, 2025, the Company consummated the initial public offering (the “Initial Public Offering”) of 22,000,000 units (the“Units”), including the partial exercise by the underwriters of their over-allotment option in the amount of 2,000,000 Units, at $10.00per Unit, generating gross proceeds of $220,000,000. Each Unit consists of one Class A ordinary share (the “Public Shares”), and one- Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 770,000 units (the “PrivateUnits” and, with respect to the Class A ordinary shares included in the Private Units being offered, the “Private Placement Shares”) ata price of $10.00 per Private Placement Unit, in a private placement to the Company’s sponsor, Samara Acquisition Sponsor V Ltd.(the “Sponsor”), and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC and Clear Street, LLC (the“Underwriters”), the representative of the underwriter in the Initial Public Offering, generating gross proceeds of $7,700,000. Each Transaction costs amounted to $13,717,902, consisting of $4,400,000 of cash underwriting fee, up to $8,800,000 of deferredunderwriting fee (based on the percentage of funds remaining in the Trust Account after redemptions of Public Shares in accordancewith the Underwriting Agreement between the Company and the Underwriters), a $102,000 over-allotment option liability, and The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial PublicOffering and the Private Placement Units, although substantially all of the net proceeds are intended to be generally applied toward The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to atleast 80% of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts heldand taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a BusinessCombination. However, the Company will only complete a Business Combination if the post-Business Combination company owns oracquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target Following the closing of the Initial Public Offering, an aggregate of $10.00 per Unit sold in the Initial Public Offering, or$220,000,000, from the net