Bitcoin Infrastructure Acquisition Corp Ltd

S-11 bitcoininfra_s1.htm S-1

As submitted to the U.S. Securities and Exchange Commission on August 27, 2025.

Registration No. 333-_____

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BITCOIN INFRASTRUCTURE ACQUISITION CORP LTD.

(Exact name of registrant as specified in its charter)

1200 N. Federal Hwy, Suite 200

**Boca Raton, FL 33432

Telephone: (212) 207-0090

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

**Ryan Gentry

Chief Executive Officer

1200 N. Federal Hwy, Suite 200

**Boca Raton, FL 33432

Telephone: (212) 207-0090

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

$200,000,000

20,000,000 Units

Bitcoin Infrastructure Acquisition Corp Ltd., a Cayman Islands exempted company (the “Company”), is a newly organized blank check company or special purpose acquisition company (“SPAC”) formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our “initial business combination.” We have not selected any specific business combination target. To date, our efforts have been limited to organizational activities as well as activities related to this offering. Our efforts to identify a potential initial business combination target will focus on companies operating in the digital asset space. While we may pursue an initial business combination in any business or industry, we expect to focus on sectors aligned with the ongoing digitization of financial infrastructure. These include digital assets, Web3 technologies, financial services infrastructure, and other blockchain-driven business models.

Our management team and board have a decades-long track record of investing across the crypto, digital asset, and technology ecosystems. We believe we are well-positioned to identify businesses that are building core infrastructure such as wallets, custody, exchanges, data protocols, and tokenized financial instruments as well as real-world applications of blockchain and distributed ledger technologies, including in payments, DeFi (as defined herein), and cross-border finance.

This is an initial public offering of our securities. We are offering 20,000,000 units at an offering price of $10.00 each. Each unit consists of one Class A ordinary share and one-half of one redeemable warrant. We refer herein to the units sold in this offering as our “public units,” and the components thereof as our “public shares,” and “public warrants,” respectively. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described in this prospectus. Each warrant will become exercisable 30 days after the completion of our initial business combination, and will expire on the fifth anniversary of the completion of our initial business combination, or earlier upon redemption or liquidation as described in this prospectus. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. As a result, you must purchase at least two units in order to validly exercise your warrants. We have also granted our underwriter, Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM”), a 45-day option to purchase up to an additional 3,000,000 units solely to cover over-allotments, if any.

We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or vote against, our initial business combination, all or a portion of their Class A ordinary shares that are sold as part of the public units in this offering, which we refer to collectively as our public shares, upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account, less taxes payable, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein.See “Summary — The Offering — Redemption rights for public shareholders upon completion of our initial business combination” and “Summary — The Offering — Redemption of public shares and distribution and liquidation if no initial business combination” for more information.

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Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering without our prior consent. However, we would not be restricting our shareholders’ ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination.See “Summary — The Offering — Limitation on redemption rights of shareholders holding more than 15% of the public shares sold in this offering if we hold a shareholder vote” for further discussion on certain limitations on redemption rights.

Our sponsor, Samara Acquisition Sponsor V Ltd., a Cayman Islands exempted company (“Sponsor”), formed for the purpose of investing in us, and the underwriter in this offering, have committed, pursuant to a written agreement, to purchase an aggregate of 700,000 private units in a private placement (or 805,000 private units if the underwriter’s over-allotment option is exercised in full) at the price of $10.00 per private unit. Of the 700,000 private units, our Sponsor has agreed to purchase 500,000 private units (or 575,000 private units if the underwriter’s over-allotment option is exercised in full) and the underwriter has agreed to purchase 200,000 private units (or 230,000 private units if the underwriter’s over-allotment option is exercised in full). We refer to these units throughout this prospectus as the “private units.” Each private unit consists of one Class A ordinary share of the Company and one-half of a warrant to purchase one Class A Ordinary Share of the Company at an exercise price of $11.50 per share. Each private unit will be identical to the public units sold in this offering, except as described in this prospectus. The private units will be sold in a private placement that will close simultaneously with the closing of this offering, including the over-allotment option, as applicable.

Certain institutional investors (none of which are affiliated with any member of our management, our Sponsor or any other investor), which we refer to as the “non-managing Sponsor investors” throughout this prospectus, have expressed an interest to indirectly purchase, through the purchase of securities in our Sponsor, an aggregate of [] private units ([ ] in the aggregate) at a price of $10.00 per unit in a private placement that will close simultaneously with the closing of this offering. Subject to each non-managing Sponsor investor indirectly purchasing, through securities in our Sponsor, the private units allocated to it in connection with the closing of this offering, the Sponsor will issue its securities at a nominal purchase price to the non-managing Sponsor investors reflecting interests in an aggregate of [] founder shares held by the Sponsor. The Sponsor will continue holding founder shares and private units until the completion of our initial business combination, and as such, until that time, it will control the voting by these shares and will have the sole discretion as to when to convert the founder shares and private shares into Class A ordinary Shares.

For a discussion of certain additional arrangements with the non-managing Sponsor investors, See “Summary — The Offering — Expressions of Interest.”

Our Sponsor has purchased an aggregate of 7,666,667 Class B ordinary shares, each of a par value of $0.0001, for an aggregate of $25,000 or approximately $0.003 per share, up to 1,000,000 of which will be surrendered to us for no consideration after the closing of this offering depending on the extent to which the underwriter’s over-allotment option is exercised, which will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, or earlier at the option of the holders thereof on a one-for-one basis, subject to the adjustments described herein. Our Sponsor has committed, pursuant to a Securities Transfer Agreement that will close immediately prior to effectiveness of the registration statement of which this prospectus forms a part, to transfer 20,000 founder shares (or 60,000 in the aggregate) to each of Parker White, a director of the Company and the Company’s director nominees, Tyler Evans and Matthew Lohstroh, for the sum of $0.003 per share. Such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 23,000,000 units if the underwriter’s over-allotment option is exercised in full and therefore that such founder shares would represent 25% of the outstanding shares after this offering (excluding any shares underlying the private units). If we increase or decrease the size of the offering, we will effect a share capitalization or a share repurchase or

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redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of the offering in such amount as to maintain the ownership of founder shares by our initial shareholders, on an as-converted basis, at 25% of our issued and outstanding ordinary shares upon the consummation of this offering (not including the Class A ordinary shares comprising part of the private units and the Class A ordinary shares underlying the private warrants). Such issuance will significantly dilute the equity interest of our other shareholders. Up to 1,000,000 founder shares will be surrendered to us for no consideration after the closing of this offering depending on the extent to which the underwriter’s over-allotment option is exercised. Although the percentage of the founder shares will remain constant, public shareholders will be subject to further dilution based upon the extent to which the underwriter’s over-allotment is exercised. Further, the Class A ordinary shares issuable in connection with the conversion of the founder shares (including those issued in connection with an increase in the size of the offering) may ultimately result in material dilution to our public shareholders due to the anti-dilution rights of our founder shares that may result in an issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion.See the section titled “Dilution” on page 119 for more information.

As a result, as of the date of this prospectus, we have 7,666,667 Class B ordinary shares, or “founder shares,” outstanding acquired by our Sponsor (our Sponsor has committed, pursuant to a Securities Transfer Agreement that will close immediately prior to effectiveness of the registration statement of which this prospectus forms a part, to transfer 20,000 founder shares (or 60,000 in the aggregate) to each of the Company’s director nominees, Parker White, Tyler Evans and Matthew Lohstroh, for the sum of $0.003 per share). Because our Sponsor (and upon the closing of the Securities Transfer Agreement, each of Parker White, a director of the Company and the Company’s director nominees Tyler Evans and Matthew Lohstroh) acquired the Class B ordinary shares at a nominal price, our public shareholders will incur an immediate and substantial dilution upon the closing of this offering, assuming no value is ascribed to the warrants included in the units. In the case that additional Class A ordinary shares, or equity-linked securities (as described herein), are issued or deemed issued in excess of the amounts issued in this offering and related to the closing of our initial business combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 25% of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of this offering (including any Class A ordinary shares issued pursuant to the underwriter’s over-allotment option and excluding the Class A ordinary shares that are included within the private units), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and any units issued to our Sponsor or any of its affiliates or to our officers or directors upon conversion of working capital loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial business combination; provided that such conversion of founder shares will never occur on a less than one-for-one basis. Although Class A ordinary shares redeemed by public shareholders in connection with an initial business combination will be subtracted from the number of shares used to determine the 25% interest, the shares redeemed in connection with any amendment to our amended and restated memorandum and articles of association will not be subtracted from the number of shares used to determine the 25% interest. The Class A ordinary shares issuable in connection with the conversion of the founder shares or an increase in the size of the offering (including those issued in connection with an increase in the size of the offering) may ultimately result in material dilution to our public shareholders due to the anti-dilution rights of our founder shares that may result in an issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion. Public shareholders will experience additional dilution from the issuance of the shares (the “private shares”) underlying the private units (including private shares underlying private units issued upon conversion of working capital loans). Further, upon exercise of the warrants underlying the private units (the “private warrants”), we will issue an aggregate of 350,000 Class A ordinary shares (or 402,500 Class A ordinary shares if the underwriter’s over-allotment option is exercised in full). Additional shares may be issued upon exercise of any private warrants underlying the private units issued upon conversion of working capital loans. The exercise of the warrants would cause the actual dilution to the public shareholders to be higher, particularly where a cashless exercise is utilized for the warrants.See “Summary — The Offering — Sponsor’s Securities and Compensation” for further discussion on Sponsor’s and our affiliates’ securities and compensation. The proceeds from the sale of the founder shares will not be placed in the trust account described below.

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Prior to the closing of our initial business combination, only holders of our Class B ordinary shares (i) will have the right to vote to appoint and remove directors prior to or in connection with the completion of our initial business combination and (ii) will be entitled to vote on continuing our Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). On any other matters submitted to a vote of our shareholders prior to or in connection with the completion of our initial business combination, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law.

Upon consummation of this offering or thereafter, we will repay up to $300,000 in loans made to us by our Sponsor to cover offering-related and organizational expenses, and we will begin paying our Sponsor $20,000 per month (the “Administrative Services Fee”) for company administration, office space, utilities, and secretarial and administrative support made available to us, as described elsewhere in this prospectus. In the event that following this offering we obtain working capital loans from our Sponsor or any of its affiliates or from our officers or directors to finance transaction costs related to our initial business combination, up to $1,500,000 of such loans may be convertible into private units of the post-business combination entity at a price of $10.00 per unit at the option of our Sponsor. Additionally, following consummation of a business combination, members of our management team will be entitled to reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. As a result, there may be actual or potential material conflicts of interest between members of our management team, our Sponsor and its affiliates on the one hand, and purchasers in this offering on the other.See “Summary — Sponsor Information”, “Summary — The Offering — Founder Shares”, “Summary — The Offering — Transfer Restrictions on Founder Shares”, and “Summary — The Offering — Founder Shares Conversion and Anti-Dilution Rights” and “Risk Factors — Risks Relating to our Securities — The nominal purchase price paid by our Sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our Sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline.” for further discussion of our Sponsor’s and our affiliates’ securities and compensation.

As more fully discussed in “Management — Conflicts of Interest,” each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. The low price that our Sponsor, executive officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination within 24 months from the closing of this offering (as may be extended by shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination), or by such earlier liquidation date as our board of directors may approve, the founder shares and private units may expire worthless, except to the extent they receive liquidating distributions from assets outside the trust account, which could create an incentive for our Sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. We may also engage our Sponsor or an affiliate of our Sponsor as an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions. Any such salary or fee would be paid using available working capital funds (including proceeds from any promissory notes issued by us and funds released from the trust account upon completion of our initial business combination), but would not in any event be paid out of the administrative services fee. As of the date of this prospectus, no arrangements are currently in place with respect to the payment of any finder’s fee, advisory fee, consulting fee or success fee

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in order to effectuate the completion of our initial business combination, or with respect to the payment of a salary or other fee to our Sponsor or an affiliate of our Sponsor as an advisor or otherwise in connection with our initial business combination or any other transaction but we may choose to make such arrangements in the future. Additionally, we will pay our Sponsor in an amount equal to $20,000 per month for company administration, office space, utilities, and secretarial and administrative support made available to us, as described elsewhere in this prospectus. Upon consummation of this offering, we will repay up to $300,000 in loans made to us by our Sponsor to cover offering-related and organizational expenses. In the event that following this offering we obtain working capital loans from our Sponsor or any of its affiliates or from our officers or directors to finance transaction costs related to our initial business combination, up to $1,500,000 of such loans may be convertible into private units of the post-business combination entity at a price of $10.00 per unit at the option of our Sponsor. As a result, there may be actual or potential material conflicts of interest between our Sponsor and its affiliates on the one hand, and purchasers in this offering on the other hand.

Our Sponsor is an affiliate of Meteora Capital, LLC, an investment adviser specializing in SPAC-related investments (“Meteora”). Vikas Mittal, a director of the Company, is the Managing Member and Chief Investment Officer of Meteora. Meteora will act as an advisor to the Company in connection with this offering and, in such capacity, will provide general diligence, administrative, and advisory support, but has not entered into any formal agreement with the Company and we will not compensate Meteora for such services. Meteora’s principals have previous experience across the full lifecycle of SPACs, from the initial public offering to the de-SPAC business combination process. Meteora will provide resources including a network of relationships, extensive SPAC knowledge base and a standardized SPAC operating system to streamline the business combination process. Meteora’s ability to invest across the entire SPAC capital structure (risk capital, primary market, secondary market, PIPEs, convertible notes and other special situations) has created an end-to-end platform and partner to SPAC sponsors. Furthermore, Meteora has diverse sector experience across digital assets, technology, media and telecommunications, fintech, energy, consumer & retail, business & distribution services, healthcare, aerospace and defense. Meteora believes that its access to numerous private equity and venture capital backed private companies provides a robust pipeline for potential acquisition candidates. Meteora and its affiliates have expressed an interest in acquiring up to 19.99% of the public units to be sold in this offering at the offering price. Meteora is neither a broker-dealer nor affiliated with one and is not acting as an underwriter in connection with this offering. Meteora, for which Mr. Mittal serves as the Managing Member and Chief Investment Officer, may also purchase additional public shares which they have agreed to vote in favor of an initial business combination, thereby increasing the increase the likelihood that a proposed shareholder resolution to approve our initial business combination will be passed (whether by way of ordinary resolution or special resolution). If the affiliated funds purchase the full amount of the units for which they have expressed an interest and vote in favor of an initial business combination, we may not need any public shares sold to other investors in this offering to be voted in favor of the initial business combination. Accordingly, we may complete our initial business combination even if holders of a majority of our public ordinary shares do not approve of the business combination we complete.See the sections titled “Summary — Sponsor Information”, “Summary — Conflicts of Interest”, “Risk Factors — Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination — Since our Sponsor, officers and directors, and any other holders of our founder shares, including any non-managing sponsor investors, may lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or after this offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination” and “Management — Conflicts of Interest” for more information.

We have until the date that is 24 months from the closing of this offering or until such earlier liquidation date as our board of directors may approve to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. Subject to shareholder approval, there are no limitations as to the duration of an extension or the number of times the completion window may be extended by shareholders via an amendment to our amended and restated memorandum and articles of association. If we seek shareholder approval for an extension, holders of public shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less income taxes payable), divided by the number of then issued and outstanding public shares, subject to applicable law.

If we are unable to complete our initial business combination within the 24-month period and do not hold a shareholder vote to amend our amended and restated memorandum and articles of association to extend the amount of time we will have to consummate an initial business combination, or by such earlier liquidation date as our board of directors may approve, from the closing of this offering, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (which interest shall be net of taxes payable by us and up to $100,000 of interest to pay dissolution expenses) divided by the number of then issued and outstanding public shares, which redemption will constitute full and complete payment for the public shares and completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to our obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. The redemption rights will also include the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly redeem its shares.

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If we do not complete our initial business combination within the completion window, while we do not currently intend to seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the amount of time we will have to consummate an initial business combination, we may elect to do so in the future. There is no limit on the number of extensions that we may seek; however, we do not expect to extend the time period to consummate our initial business combination beyond 36 months from the closing of this offering. If we determine not to or are unable to extend the time period to consummate our initial business combination or fail to obtain shareholder approval to extend the completion window, our Sponsor’s investment in our founder shares and our private units (and the securities comprising such units) will be worthless.

There is presently no public market for our public units, Class A ordinary shares, or public warrants. We intend to apply to list our public units on the Nasdaq Global Market LLC (“Nasdaq”), under the symbol “BIXIU” on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. The Class A ordinary shares and the public warrants constituting the public units will begin separate trading on the 52nd day following the date of this prospectus, unless the underwriter determines that an earlier date is acceptable, and subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission (“SEC”) containing an audited balance sheet of the Company reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities comprising the public units begin separate trading, we expect that our Class A ordinary shares and public warrants will be listed on Nasdaq under the symbols “BIXI” and “BIXIW” respectively.

We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. See “Risk Factors” beginning on page 51 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.

Investing in our securities involves a high degree of risk.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

No offer or invitation, whether directly or indirectly, is being or may be made to the public in the Cayman Islands to subscribe for any of our securities.

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Of the proceeds we receive from this offering and the sale of the private units described in this prospectus, $200,000,000, or $230,000,000 if the underwriter’s overallotment option is exercised in full ($10.00 per unit in either case), will be placed into a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee.

Because our Sponsor (and upon the closing of the Securities Transfer Agreement, each of Parker White, a director of the Company and the Company’s director nominees Tyler Evans and Matthew Lohstroh) acquired the founder shares at a nominal price, our public shareholders will incur an immediate and substantial dilution upon the closing of this offering, assuming no value is ascribed to the warrants included in the units. Further, the Class A ordinary shares issuable in connection with the conversion of the founder shares (including those issued in connection with an increase in the size of the offering) may ultimately result in material dilution to our public shareholders due to the anti-dilution rights of our founder shares that may result in an issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion.

The following table illustrates the difference between the public offering price per unit and our net tangible book value per share (NTBV), as adjusted to give effect to this offering and assuming the redemption of our public shares at varying levels and the exercise in full and no exercise of the over-allotment option.See section entitled “Dilution” for more information.

Our Sponsor and members of our management team will directly or indirectly own our founder shares and/or private units following this offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. The low price that our Sponsor, executive officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination within the completion window, or by such earlier liquidation date as our board of directors may approve, the founder shares and private units (and the securities comprising such units) may be worthless, except to the extent they receive liquidating distributions from assets outside the trust account, which could create an incentive for our Sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Additionally, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. As a result, there may be actual or potential material conflicts of interest between our Sponsor and its affiliates on one hand, and purchasers in this offering on the other.See the sections titled “Summary — Conflicts of Interest”, “Proposed Business — Initial Business Combination — Selection of a Target Business and Structuring of a Business Combination” and “Management — Conflicts of Interest” for more information.

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The underwriter is offering the units for sale on a firm commitment basis. The underwriter expects to deliver the units to the purchasers on or about [●], 2025.

Sole Book-Running Manager

Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC

The date of this prospectus is , 2025

We are responsible for the information contained in this prospectus. We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus. We and the underwriter takes no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

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