PFIC tax statement for Bitcoin Infrastructure (NASDAQ: BIXI) holders
Rhea-AI Filing Summary
Bitcoin Infrastructure Acquisition Corp Ltd. filed an 8-K to notify holders of its Class A ordinary shares that its PFIC Annual Statement for fiscal year 2025 is available as Exhibit 99.1. This statement helps U.S. investors handle specialized tax reporting for passive foreign investment companies.
The PFIC statement notes that for 2025 the company reports ordinary earnings of US$0 and net capital gains of “NONE.” It explains that shareholders may choose to make a Qualified Electing Fund (QEF) election under Section 1295 of the Internal Revenue Code, which is optional and must be made individually with guidance from a tax advisor.
Positive
- None.
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8-K Event Classification
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported):
(Exact name of registrant as specified in its charter)
| N/A | ||||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
| (Address of principal executive offices) (Zip Code) |
Registrant’s telephone number, including
area code: (
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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 13(a) of the Exchange Act.
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
Item 8.01. Other Events.
On February 24, 2026, Bitcoin Infrastructure Acquisition Corp Ltd. made available to holders of its Class A ordinary shares its PFIC Annual Statement for fiscal year 2025, which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 99.1 | Bitcoin Infrastructure Acquisition Corp Ltd. PFIC Annual Statement — Class A | |
| 104 | Cover Page Interactive Data File (embedded within the InLine XBRL document) |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 25, 2026
| BITCOIN INFRASTRUCTURE ACQUISITION CORP LTD. | ||
| By: | /s/ James DeAngelis | |
| Name: | James DeAngelis | |
| Title: | Chief Financial Officer | |
2
Exhibit 99.1
Bitcoin Infrastructure Acquisition Corp Ltd.
PFIC Annual Statement
Entity Name: Bitcoin Infrastructure Acquisition Corp Ltd.
Bitcoin Infrastructure Acquisition Corp Ltd. (the “Company”) may be considered a “passive foreign investment company” (“PFIC”) for U.S. federal income tax purposes. The following information is provided to allow a shareholder of the Company (a “Shareholder”) to make an election under Section 1295 of the Internal Revenue Code to treat the Company as a Qualified Electing Fund (“QEF Election”) for U.S. federal income tax purposes. The QEF Election is optional and can only be made by the Shareholder. The Company is unable to make this election on behalf of the Shareholder. Please note that a QEF Election may not be recognized for state income tax purposes in some states. The PFIC rules are complex. Please consult with your personal tax advisor to determine whether or not it is advisable for you to make a QEF Election with respect to your investment in the Company.
| (1) | This PFIC Annual Information statement applies to the tax period of the Company: |
| Beginning | 6/9/2025 | Ending | 12/31/2025 |
| (2) | The Shareholder’s per-unit, per-day information for the Company’s taxable period specified in paragraph (1) is provided in the below chart. We recommend that all U.S. taxpayers consult a tax advisor concerning the overall tax consequences of their ownership in the Company and their U.S. tax reporting requirements. |
| Fund Name (and name of any underlying funds if applicable) | Ticker | Ordinary Earnings (US$) | Net Capital Gains (US$) | ||||
| Bitcoin Infrastructure Acquisition Corp Ltd. | BIXI | 0.0009464135 | NONE |
| (3) | The amount of cash and fair market value of other property distributed or deemed distributed by the Company to the Shareholder during the Company’s taxable period specified in paragraph (1) is as follows: |
| Cash: | NONE | |
| Fair Market Value of Property: | NONE |
| (4) | The Company will permit the Shareholder to inspect and copy the Company’s permanent books of account, records, and such other documents as may be maintained by the Company that are necessary to establish that PFIC ordinary earnings and net capital gain, as provided in Section 1293(e) of the Internal Revenue Code, are computed in accordance with U.S. income tax principles, and to verify these amounts and the Shareholder’s pro rata share thereof. |
| Bitcoin Infrastructure Acquisition Corp Ltd. | ||||||
| Date: | February 12, 2026 | By: |  | |||
| Title: | CFO | |||||
Additional Information
The following additional information is supplied to enable the Shareholder to complete IRS Form 8621:
(Please note: a Shareholder may have additional filing disclosures including, but not limited to, Forms 926, 5471, and/or 8938 as a result of the Shareholder’s investment in the Company. Please consult your tax advisor.)
| Address of the PFIC: | 1200 N. Federal Hwy, Suite 200 Boca Raton, FL 33432 |
| Taxpayer Identification Number: | N/A |
| Country of Incorporation: | Cayman Islands |
| Date of Incorporation: | 6/9/2025 |