AI Infrastructure Acquisition Corp.
For the period ended Sep 30, 2025. Filed Nov 14, 2025.
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Sep 30, 2025 · Filed Nov 14, 2025
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Item 5. Other Information
During the quarter ended September 30, 2025, there was no information required to be disclosed in a report on Form 8-K which was not disclosed in a report on Form 8-K.
During the quarter ended September 30, 2025, there were no material changes to the procedures by which shareholders may recommend nominees to our board of directors.
During the quarterly period ended September 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
On November 13, 2025, Peter Stoneberg resigned as a director of the Company effective immediately. Mr. Stoneberg’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
In connection with Mr. Stoneberg’s resignation, on November 13, 2025, the Company’s board of directors appointed Weston Adams as a director to fill the newly created vacancy. Mr. Adams was also appointed as a member of the board’s audit committee, compensation committee, and nominating committee. Additionally, Mr. Adams was appointed as the chair of the nominating committee.
Mr. Adams was the Chief Construction and Facilities Officer of Core Scientific, a leader in Blockchain and AI in the US, from 2018–2020 and was instrumental in the design, construction, and operations of large scale blockchain data centers. Through his experience in Core Scientific, he was able to successfully receive multiple patents in the areas of heat transfer and passive airflow. Mr. Adams is on the Board of Directors for Blockcap Inc., one of the largest cryptocurrency mining companies in the US. He is also President and CEO of Western States Contracting Inc., a large infrastructure provider in Nevada. Mr. Adams is a GC and developer and has built projects in over 10 states. He holds a BS in Finance from the University of Nevada Las Vegas and is an active member of the Darren Waller Foundation, which provides support to underprivileged youth. Mr. Adams brings extensive experience in business development, construction, project management and strategic advisory, particularly in the blockchain data center development, real estate and energy sectors, to our board.
Mr. Adams’ compensation will be consistent with that provided to the Company’s other independent directors. In addition, the Company will enter into an indemnification agreement with Mr. Adams in connection with his appointment to the board, which is in substantially the same form as that entered into with the other directors of the Company.
There is no arrangement or understanding between Mr. Adams and any other person pursuant to which he was appointed to the board. There are no family relationships between Mr. Adams and any director or executive officer of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
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