Skip to main content

Bitcoin Infrastructure Acquisition Corp Ltd

For the period ended Jun 30, 2026. Filed Aug 13, 2026.

View on SEC.gov

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.

Jun 30, 2026 · Filed Aug 13, 2026

BIXI$10.10-0.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-14.

0001829126-26-005233

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-13.

0001829126-26-008719

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The 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 49 previous paragraphs and 51 current paragraphs.

44 unchanged; 5 reworded; 1 added; 0 removed; 0 previous and 1 current paragraphs rearranged.

Tables are not compared: 19 previous and 19 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 (1)

Current report

For the period from June 9, 2025 (inception) through June 30, 2025, we had net loss of $1,147, comprised of $1,147 of formation, general and administrative costs.
Reworded paragraphs (5)

Previous wording

For the three months ended March 31, 2026 we had net income of $1,618,818 comprised of $1,819,895 of interest income on the Trust Account, $13,347 of interest income on money market mutual fund, and a gain of $15,000 on the extinguishment of the over-allotment option liability, offset by $132,453 of general and administrative expenses, $16,188 of insurance expense, $20,783 of listing fees, and $60,000 of administrative support fee expense.

Current wording

For the six months ended June 30, 2026, we had net income of $3,318,057 comprised of $3,846,869 of interest income on the Trust Account, $32,251 of interest income on money market mutual fund, and a gain of $15,000 on the extinguishment of the over-allotment option liability, offset by $381,475 of general and administrative expenses, $32,555 of insurance expense, $42,033 of listing fees, and $120,000 of administrative support fee expense.

Previous wording

As of March 31, 2026 and as of December 31, 2025, we had cash and cash equivalents of $2,381,432 and $2,637,478, respectively, and cash and marketable securities held in the Trust Account of $222,465,349 and $220,645,454, respectively. As of March 31, 2026 and December 31, 2025 we had working capital of $2,397,540 and $2,582,429, respectively. For the three months ended March 31, 2026, net cash used in operating activities was $(255,597) and net cash used in financing activities was $(449).

Current wording

As of June 30, 2026 and as of December 31, 2025, we had cash and cash equivalents of $2,166,003 and $2,637,478, respectively, and cash and marketable securities held in the Trust Account of $224,492,323 and $220,645,454, respectively. As of June 30, 2026 and December 31, 2025 we had working capital of $2,086,172 and $2,582,429, respectively. For the six months ended June 30, 2026, net cash used in operating activities was $(471,026) and net cash used in financing activities was $(449).

Previous wording

On July 18, 2025 the Sponsor paid $25,000, or approximately $0.004 per share, to purchase 7,666,667 Class B ordinary shares (also referred to as “founder shares”) from the Company. Up to 1,000,000 of the founder shares may be surrendered by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment option is exercised. Our Sponsor has transferred, pursuant to a Securities Transfer Agreement that closed immediately prior to effectiveness of the registration statement, 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 Pierre Rochard, for the sum of $0.003 per share. The Company accounted for the transfer of founder shares to the directors in accordance with ASC 718, “Stock Based Compensation” and recognized the grant date fair value of the 60,000 founder shares as compensation costs upon the consummation of the Initial Public Offering.

Current wording

On July 18, 2025 the Sponsor paid $25,000, or approximately $0.004 per share, to purchase 7,666,667 Class B ordinary shares (also referred to as “founder shares”) from the Company. Up to 1,000,000 of the founder shares may be surrendered by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment option is exercised. Our Sponsor has transferred, pursuant to a Securities Transfer Agreement that closed immediately prior to effectiveness of the registration statement, an aggregate of 60,000 founder shares (or 20,000 founder shares to each of Parker White, a director of the Company and the Company’s director nominees, Tyler Evans and Pierre Rochard), for the sum of $0.003 per share. The Company accounted for the transfer of founder shares to the directors in accordance with ASC 718, “Stock Based Compensation” and recognized the grant date fair value of the 60,000 founder shares as compensation costs upon the consummation of the Initial Public Offering.

Previous wording

Commencing on the effective date of the Registration Statement, the Company entered into an agreement with our Sponsor to pay an aggregate of $20,000 per month for company administration, office space, utilities, and secretarial and administrative support. Upon completion of the initial Business Combination or the liquidation, the Company will cease paying the $20,000 per month fee. The Company has recorded $60,000 and $18,710 for the three months ended March 31, 2026 and for the period from June 9, 2025 (inception) through December 31, 2025, respectively, and has paid $78,710 and $18,710 under the agreement as of March 31, 2026 and December 31, 2025, respectively, resulting in no amounts outstanding as of March 31, 2026 and December 31, 2025.

Current wording

Commencing on the effective date of the Registration Statement, the Company entered into an agreement with our Sponsor to pay an aggregate of $20,000 per month for company administration, office space, utilities, and secretarial and administrative support. Upon completion of the initial Business Combination or the liquidation, the Company will cease paying the $20,000 per month fee. The Company has recorded $60,000 and $120,000 for the three and six months ended June 30, 2026, respectively, and has paid $138,710 and $18,710 under the agreement as of June 30, 2026 and December 31, 2025, respectively, resulting in no amounts outstanding as of June 30, 2026 and December 31, 2025.

Previous wording

All amounts paid to SCA are intended to represent direct pass-through costs, including a mark-up to cover employment taxes and employee benefits. SCA does not charge the Company a management fee, origination fee, or administrative surcharge. The arrangement is structured with the intention that no profit will accrue to SCA or to Vikas Mittal; however, actual net results to SCA may vary depending on staffing levels, personnel changes, and employment-related costs incurred during any given period. Estimated monthly disbursements to SCA are approximately $50,000, and shall not exceed this amount without advance Audit Committee approval. All amounts payable to SCA under the Consulting Agreement will be funded from the Company’s working capital. For the three months ended March 31, 2026, the Company has not paid any amounts under the Consulting Agreement.

Current wording

All amounts paid to SCA are intended to represent direct pass-through costs, including a mark-up to cover employment taxes and employee benefits. SCA does not charge the Company a management fee, origination fee, or administrative surcharge. The arrangement is structured with the intention that no profit will accrue to SCA or to Vikas Mittal; however, actual net results to SCA may vary depending on staffing levels, personnel changes, and employment-related costs incurred during any given period. Estimated monthly disbursements to SCA are approximately $50,000, and shall not exceed this amount without advance Audit Committee approval. All amounts payable to SCA under the Consulting Agreement will be funded from the Company’s working capital. For the three and six months ended June 30, 2026, the Company has incurred $126,005 and $126,005, respectively, and paid $76,035 and $76,035, respectively under the Consulting Agreement, resulting in amounts payable of $49,970 recorded to accrued expenses on the condensed balance sheets as of June 30, 2026.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

For the three months ended June 30, 2026, we had net income of $1,699,239 comprised of $2,026,974 of interest income on the Trust Account, $18,904 of interest income on money market mutual fund, offset by $249,022 of general and administrative expenses, $16,367 of insurance expense, $21,250 of listing fees, and $60,000 of administrative support fee expense.