Bitcoin Infrastructure Acquisition Corp Ltd 8-K Filing

FAQ

Key Financial Figures

• $0.0001 — LLC Class A ordinary share, par value $0.0001 per share BIXI The Nasdaq Stock Mar
• $11.50 — purchase one Class A ordinary share at $11.50 per share BIXIW The Nasdaq Stock Ma
• $10.00 — ment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to
• $220,000,000 — rating gross proceeds to the Company of $220,000,000. In connection with the IPO, the Compa
• $7,700,000 — rating gross proceeds to the Company of $7,700,000. The Private Units are identical to th

Filing Documents

• bitcoininfra_8k.htm (8-K) — 80KB
• bitcoininfra_ex1-1.htm (EX-1.1) — 289KB
• bitcoininfra_ex3-1.htm (EX-3.1) — 403KB
• bitcoininfra_ex4-1.htm (EX-4.1) — 173KB
• bitcoininfra_ex10-1.htm (EX-10.1) — 47KB
• bitcoininfra_ex10-2.htm (EX-10.2) — 56KB
• bitcoininfra_ex10-3.htm (EX-10.3) — 54KB
• bitcoininfra_ex10-4.htm (EX-10.4) — 58KB
• bitcoininfra_ex10-5.htm (EX-10.5) — 111KB
• bitcoininfra_ex10-6.htm (EX-10.6) — 17KB
• bitcoininfra_ex10-7.htm (EX-10.7) — 85KB
• bitcoininfra_ex10-8i.htm (EX-10.8(1)) — 98KB
• bitcoininfra_ex10-8ii.htm (EX-10.8(2)) — 98KB
• bitcoininfra_ex10-8iii.htm (EX-10.8(3)) — 98KB
• bitcoininfra_ex10-8iv.htm (EX-10.8(4)) — 98KB
• bitcoininfra_ex10-8v.htm (EX-10.8(5)) — 98KB
• bitcoininfra_ex10-8vi.htm (EX-10.8(6)) — 98KB
• bitcoininfra_ex99-1.htm (EX-99.1) — 10KB
• bitcoininfra_ex99-2.htm (EX-99.2) — 10KB
• 0001829126-25-009670.txt ( ) — 2605KB
• cik0002082542-20251201.xsd (EX-101.SCH) — 4KB
• cik0002082542-20251201_def.xml (EX-101.DEF) — 27KB
• cik0002082542-20251201_lab.xml (EX-101.LAB) — 37KB
• cik0002082542-20251201_pre.xml (EX-101.PRE) — 25KB
• bitcoininfra_8k_htm.xml (XML) — 8KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 3, 2025 ( December 1, 2025 ) BITCOIN INFRASTRUCTURE ACQUISITION CORP LTD (Exact name of registrant as specified in its charter) Cayman Islands 001-42982 N/A 00-0000000 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 1200 N. Federal Hwy , Suite 200 Boca Raton , FL 733432 (Address of principal executive offices, including zip code) Tel: (212) 207-0090 Registrant's telephone number, including area code: Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Units, each consisting of one Class A ordinary share and one-half of one Redeemable Warrant BIXIU The Nasdaq Stock Market LLC Class A ordinary share, par value $0.0001 per share BIXI The Nasdaq Stock Market LLC Redeemable Warrant - each warrant exercisable to purchase one Class A ordinary share at $11.50 per share BIXIW The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01. Entry into a Material Definitive Agreement. On November 25, 2025, the registration statement on Form S-1 (File No. 333-289903), as amended (the " Registration Statement "), relating to the initial public offering (" IPO ") of Bitcoin Infrastructure Acquisition Corp Ltd. (formerly known as Meteora Venture Partners Acquisition Corporation V Ltd., the " Company ") became effective in accordance with the provisions of section 8(a) of the Securities Act of 1933, as amended. On December 3, 2025, the Company consummated the IPO, which consisted of 22,000,000 units (the " Units "), including 2,000,000 units pursuant to the partial exercise by the underwriters of their option to purchase up to 15% of the total Units at the public offering price to cover over-allotments. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (" Class A Shares "), and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $220,000,000. In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement related to the IPO: An Underwriting Agreement (the " Underwriting Agreement "), dated December 1, 2025, between the Company and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative (" Representative ") of the several underwriters listed on Schedule A to the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. A Warrant Agreement, dated December 1, 2025, by and between the Company and Continental Stock Transfer & Trust Company (" CST "), as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. An Insider Letter Agreement, dated December 1, 2025, by and among the Company, its officers, its directors and the Company's sponsor, Samara Acquisition Sponsor V Ltd. (the " Sponsor "), a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. A Private Placement Unit Purchase Agreement, dated December 1, 2025 (the " Sponsor Unit Purchase Agreement "), by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. A Private Placement Unit Purchase Agreement, dated December 1, 2025 (the "

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