AI Infrastructure Acquisition Corp. Announces Closing of Upsized $138 Million Initial Public Offering, Including Full Exercise of Overallotment Option

Rhea-AI Summary

AI Infrastructure Acquisition Corp (NYSE: AIIA) closed an upsized initial public offering on October 6, 2025, selling 13,800,000 units at $10.00 per unit including full exercise of the underwriters' over‑allotment option, raising $138,000,000 which was placed in trust.

Each unit comprises one Class A ordinary share and one right (each right = 1/5 of a share upon consummation of an initial business combination). Units began trading on the NYSE on October 3, 2025 under the symbol AIIA U; Class A shares and rights are expected to trade as AIIA and AIIA R once separated. Maxim Group served as sole book‑running manager.

Positive

• Offering raised $138,000,000 placed in trust
• Sold 13,800,000 units at $10.00 per unit
• Full exercise of underwriters' over‑allotment option
• Units began trading on NYSE on Oct 3, 2025 as AIIA U
• Sponsor is minority‑owned subsidiary of Jet.AI (NASDAQ: JTAI)

Negative

• None.

Insights

SPAC Capital Markets Analyst

Closed upsized IPO placing $138,000,000 in trust; units to list on NYSE and rights convert on a business combination.

The company completed an upsized public offering of 13,800,000 units at $10.00 per unit, with full exercise of the over‑allotment, and placed $138,000,000 of proceeds in trust. Each unit contains one Class A ordinary share and one right that converts to one‑fifth of a share upon consummation of the initial business combination, and trading began on the NYSE under the unit symbol.

Key dependencies and risks include the successful identification and consummation of an initial business combination and the eventual separate listing of the underlying Class A shares and rights. The filing of an audited balance sheet on Form 8‑K and the separate listings under the expected symbols provide concrete near‑term milestones to confirm proceeds and market structure.

Watch for the Form 8‑K exhibit showing the audited balance sheet and for filings that announce a definitive target or transaction; those items will materially change the company’s profile once disclosed. The timeline for a business combination and any announced target will be the primary horizon for assessing impact.

Las Vegas, NV, Oct. 06, 2025 (GLOBE NEWSWIRE) -- AI Infrastructure Acquisition Corp. (the “Company”), a newly organized blank check company incorporated as a Cayman Islands exempted company and led by Chief Executive Officer Michael Winston, today announced the closing of its upsized initial public offering of 13,800,000 units, which included the full exercise of the underwriters' over-allotment option, at an offering price of $10.00 per unit, with each unit consisting of one Class A ordinary share of the Company and one right. Each right entitles the holder to receive one-fifth (1/5) of one Class A ordinary share upon consummation of the Company’s initial business combination. The Company's units commenced trading on the New York Stock Exchange ("NYSE") on October 3, 2025 under the symbol "AIIA U." Once the securities comprising the units begin separate trading, the Class A ordinary shares and rights are expected to be listed on the NYSE under the symbols "AIIA" and "AIIA R," respectively. AIIA Sponsor Ltd., a Cayman Islands ordinary resident company, limited by shares, is a minority-owned subsidiary of Jet.AI Inc. (NASDAQ: JTAI). Jet.AI Inc. is a publicly listed, pure-play artificial intelligence (“AI”) data center company operating aviation-specific AI software located in Las Vegas, Nevada.

Maxim Group LLC acted as sole book-running manager for the offering.

Dykema Gossett PLLC served as legal counsel to the Company and Loeb & Loeb LLP served as legal counsel to Maxim Group LLC in the offering.

Of the proceeds received from the consummation of the initial public offering and a simultaneous private placement of units, $138,000,000 (or $10.00 per unit sold in the public offering) was placed in trust. An audited balance sheet of the Company as of October 6, 2025 reflecting receipt of the proceeds upon consummation of the initial public offering and the private placement will be included as an exhibit to a Current Report on Form 8-K to be filed by the Company with the Securities and Exchange Commission (the "SEC").

A registration statement relating to the securities to be sold in the initial public offering was declared effective by the SEC on September 30, 2025. The offering was made only by means of a prospectus. Copies of the prospectus related to this offering may be obtained from Maxim Group LLC, 300 Park Avenue, 16th Floor, New York, New York 10022, at (212) 895-3500, or by visiting EDGAR on the SEC’s website at www.sec.gov.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About AI Infrastructure Acquisition Corp.

AI Infrastructure Acquisition Corp. is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, organized under the laws of the Cayman Islands and 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. The Company is led by Michael Winston, its CEO and George Murnane, its CFO.

About Jet.AI Inc.

Founded in 2018 and based in Las Vegas, NV, Jet.AI Inc. (NASDAQ: JTAI) currently operates in two segments, Software and Aviation, and is transitioning to a pure-play AI data center company. Leveraging a leadership team with deep expertise in data center development and AI-driven technologies, Jet.AI Inc. intends to build a scalable, high-performance infrastructure to support the increasing computational demands of artificial intelligence. Its suite of AI-powered tools stems from its origin as an aviation company, and leverages natural language processing technologies to enhance efficiency, optimize operations, and streamline the private jet booking experience.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s search for an initial business combination. No assurance can be given that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the registration statement and related prospectus filed in connection with the offering with the SEC. Copies are available on the SEC's website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Contact

Michael Winston
Chief Executive Officer
(702) 747-4000
mike@jet.ai

FAQ

How many units did AIIA sell in its IPO and at what price?

AIIA sold 13,800,000 units at $10.00 per unit in the IPO.

How much money did AIIA raise and where were the proceeds placed?

The offering raised $138,000,000 and the proceeds were placed in trust.

When did AIIA units begin trading on the NYSE and under which symbol?

AIIA units began trading on the NYSE on October 3, 2025 under the symbol AIIA U.

What does each AIIA unit include and what are the rights convertible into?

Each unit includes one Class A ordinary share and one right; each right entitles the holder to 1/5 of one Class A ordinary share upon a completed initial business combination.

Who acted as book‑running manager for AIIA's IPO?

Maxim Group LLC served as the sole book‑running manager.

Who is AIIA's sponsor and what is its connection to Jet.AI (JTAI)?

AIIA Sponsor Ltd is a minority‑owned Cayman subsidiary of Jet.AI (NASDAQ: JTAI).