AI Infrastructure Acquisition Corp.
For the period ended Sep 30, 2026. Filed Nov 9, 2026.
View on SEC.govAbout 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, 2026 · Filed Nov 9, 2026
AIIA$10.31-0.4%Stored close · as of Nov 9, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-14.
0001493152-26-038325
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-09.
0001493152-26-050737
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 35 previous paragraphs and 37 current paragraphs.
23 unchanged; 11 reworded; 3 added; 1 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (3)
Current report
Because our Initial Public Offering closed on October 6, 2025, the 2025 periods precede the establishment of the Trust Account and our operation as a public company, and period-over-period comparisons are not meaningful. The increases in net income of $1.2 million for the three months and $3.4 million for the nine months ended September 30, 2026, compared to the respective 2025 periods, reflect interest earned on the Trust Account, which had not yet been established in the 2025 periods, partially offset by the costs of operating as a public company and evaluating potential Business Combination targets. General and administrative expenses for the three months ended September 30, 2026 consisted principally of legal fees of $46,000, administrative fees payable to our Sponsor of $30,000, NYSE listing fees of $28,000 and accounting fees of $22,000, partially offset by the reversal of a $10,000 advisory fee accrued in the second quarter of 2026.
Current report
In connection with management’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution, should we be unable to complete a Business Combination by April 6, 2027, raises substantial doubt about our ability to continue as a going concern. See Note 1 to the unaudited financial statements included in this Quarterly Report.
Current report
Critical Accounting Policies
Removed paragraphs (1)
Previous report
Critical Accounting Polices
Reworded paragraphs (11)
Previous wording
We are a blank check company incorporated as a Cayman Islands exempted company on May 13, 2025 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We intend to effectuate our initial Business Combination using cash from the proceeds of our Initial Public Offering that closed in October 2025, and the concurrent private placement of the Private Placement Units, the proceeds from the potential sale of our shares, debt, or a combination of the foregoing.
Current wording
We are a blank check company incorporated as a Cayman Islands exempted company on May 13, 2025, formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). We intend to effectuate our initial Business Combination using cash from the proceeds of our Initial Public Offering that closed in October 2025, and the concurrent private placement of the Private Placement Units, the proceeds from the potential sale of our shares, debt, or a combination of the foregoing.
Previous wording
For the three months ended June 30, 2026, we had net income of $1,087,076, which consisted of interest income and interest earned on investments held in the Trust Account of $1,252,303, offset by general and administrative expenses of $165,227.
Current wording
For the three months ended September 30, 2026, we had net income of $1.2 million, which consisted of interest earned on investments held in the Trust Account of $1.3 million and interest income on our operating account of $7,000, offset by general and administrative expenses of $125,000.
Previous wording
For the six months ended June 30, 2026, we had net income of $2,158,548, which consisted of interest income and interest earned on investments held in the Trust Account of $2,487,075, offset by general and administrative expenses of $328,527.
Current wording
For the nine months ended September 30, 2026, we had net income of $3.3 million, which consisted of interest earned on investments held in the Trust Account of $3.8 million and interest income on our operating account of $27,000, offset by general and administrative expenses of $454,000.
Previous wording
For the period from May 13, 2025 (inception) through June 30, 2025, we had a net loss of $12,050, which consisted of formation and general and administrative expenses of $12,050.
Current wording
For the three months ended September 30, 2025, we had a net loss of $7,000, and for the period from May 13, 2025 (inception) through September 30, 2025, we had a net loss of $19,000, in each case consisting of formation and general and administrative expenses.
Previous wording
Our results of operations and our ability to complete an initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our results of operations and our ability to consummate an initial Business Combination could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. We cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial Business Combination.
Current wording
Our results of operations and our ability to complete an initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our results of operations and our ability to consummate an initial Business Combination could be impacted by, among other things, downturns in the financial markets or in economic conditions, continued elevated energy prices, inflation, fluctuations in interest rates, effects of tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, uncertainty regarding the regulation of artificial intelligence and data centers, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. We cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial Business Combination.
Previous wording
For the six months ended June 30, 2026, cash used in operating activities was $375,713. Net income of $2,158,548 was affected by the interest earned on investments held in the Trust Account of $2,467,934. Changes in operating assets and liabilities used $66,327 of cash in operating activities.
Current wording
For the nine months ended September 30, 2026, cash used in operating activities was $428,000. Net income of $3.3 million was affected by interest earned on investments held in the Trust Account of $3.8 million. Changes in operating assets and liabilities used $1,000 of cash in operating activities. Cash used in financing activities was $6,000, consisting of the payment of offering costs.
Previous wording
For the period from May 13, 2025 (inception) through June 30, 2025, cash used in operating activities was $133,996.
Current wording
For the period from May 13, 2025 (inception) through September 30, 2025, cash used in operating activities was $262,000.
Previous wording
As of June 30, 2026, we had investments held in the Trust Account of $141,722,933. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned in the Trust Account, which interest shall be net of taxes payable, to complete our Business Combination. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
Current wording
As of September 30, 2026, we had investments held in the Trust Account of $143.0 million. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned in the Trust Account, which interest shall be net of taxes payable, to complete our Business Combination. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
Previous wording
As of June 30, 2026, we had $858,302 of cash and cash equivalents and working capital of $801,046. We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
Current wording
As of September 30, 2026, we had $806,000 of cash and cash equivalents and working capital of $683,000. We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
Previous wording
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term commitments as of June 30, 2026.
Current wording
Except for the advisory engagements described in Note 6 to the unaudited financial statements, we do not have any long-term debt, capital lease obligations, operating lease obligations or long-term commitments as of September 30, 2026.
Previous wording
The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” The statement of incomes includes a presentation of income per redeemable share and income per non-redeemable share following the two class method of income per share. In order to determine the net income attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income allocable to both the redeemable shares and non-redeemable shares and the undistributed income is calculated using the total net income less any dividends paid. The Company then allocated the undistributed income ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. The calculation of diluted net income per share does not consider the effect of the Public rights since the exercise of the rights is contingent upon the occurrence of a future event. As of June 30, 2026, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income per share is the same as basic net income per share.
Current wording
The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” The statement of income includes a presentation of income per redeemable share and income per non-redeemable share following the two class method of income per share. In order to determine the net income attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income allocable to both the redeemable shares and non-redeemable shares and the undistributed income is calculated using the total net income less any dividends paid. The Company then allocated the undistributed income ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. The calculation of diluted net income per share does not consider the effect of the Public rights since the exercise of the rights is contingent upon the occurrence of a future event. As of September 30, 2026, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income per share is the same as basic net income per share.