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AI Infrastructure Acquisition Corp.

For the period ended Sep 30, 2025. Filed Nov 14, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 14, 2025

AIIA$10.31-0.4%Stored close · as of Nov 9, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30,2025

☐ 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)

Cayman IslandsN/A
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
10845 Griffith Peak Drive, Suite 200 Las Vegas, Nevada89135
(Address of principal executive offices)(Zip Code)

(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:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one rightAIIA UNew York Stock Exchange
Class A ordinary shares, par value $0.0001 per shareAIIANew York Stock Exchange
Rights, each right entitling the holder to receive one-fifth (1/5) of one Class A ordinary shareAIIA RNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange 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 submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant 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 smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☐Accelerated filer☐
Non-accelerated filer☒Smaller reporting company☒
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.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒ No ☐

As of November 13, 2025, there were 14,690,000 Class A ordinary shares and 4,600,000 Class B ordinary shares issued and outstanding.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

TABLE OF CONTENTS

Page
Part I. Financial Information1
Item 1. Financial Statements1
Condensed Balance Sheet as of September 30, 2025 (Unaudited)1
Condensed Statements of Operations for the Three Months ended September 30, 2025 and for the Period from May 13, 2025 (Inception) through September 30, 2025 (Unaudited)2
Condensed Statements of Changes in Shareholders’ Equity for the Three Months ended September 30, 2025 and for the Period from May 13, 2025 (Inception) through September 30, 2025 (Unaudited)3
Condensed Statement of Cash Flows for the Period from May 13, 2025 (Inception) through September 30, 2025 (Unaudited)4
Notes to Condensed Financial Statements (Unaudited)5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations17
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk19
Item 4. Controls and Procedures19
Part II. Other Information20
Item 1. Legal Proceedings20
Item 1A. Risk Factors20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds20
Item 3. Defaults Upon Senior Securities21
Item 4. Mine Safety Disclosures21
Item 5. Other Information21
Item 6. Exhibits22
Part III. Signatures23

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.