AI Infrastructure Acquisition Corp-A 2025年度报告

FORM 10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-42891 AI Infrastructure Acquisition Corp.(Exact name of registrant as specified in its charter) (702) 747-4000(Registrant’s telephone number, including area code) Not Applicable(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 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),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ 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 definitions of “large accelerated filer”, “accelerated filer”, “smaller reportingcompany”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer 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 Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theRegistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ The registrant was not a public company as of June 30, 2025 and therefore it cannot calculate the aggregate market value of its votingand non-voting common equity held by non-affiliates as of such date. As of March 20, 2026, there were 14,690,000 Class A ordinary shares issued and outstanding (assuming all units have been separated)and 4,600,000 issued and Class B ordinary shares issued and outstanding. AI INFRASTRUCTURE ACQUISITION CORP.FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025 TABLE OF CONTENTS PageCautionary Note Regarding Forward-Looking StatementsMarket and Industry DataSummary of Risk Factors Item 1.Business.2Item 1A.Risk Factors.6Item 1B.Unresolved Staff Comments.41Item 1C.Cybersecurity.41Item 2.Properties.41Item 3.Legal Proceedings.41Item 4.Mine Safety Disclosures.41 Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities.42Item 6.[Reserved]43Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.43Item 7A.Quantitative and Qualitative Disclosures About Market Risk.45Item 8.Financial Statements and Supplementary Data.45Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.46Item 9A.Controls and Procedures.46Item 9B.Other Information.46Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.46 PART III Item 10.Directors, Executive Officers and Corporate Governance.47Item 11.Executive Compensation.56Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.57Item 13.Certain Relationships and Related Transactions, and Director Independence.58Item 14.Principal Accountant Fees and Services.59 Item 15.Exhibits and Financial Statement Schedules.60Item 16.Form 10-K Summary.60SIGNATURES61