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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): December 12, 2025
BITCOIN INFRASTRUCTURE ACQUISITION CORP LTD
(Exact
name of registrant as specified in its charter)
| Cayman Islands |
|
001-42982 |
|
N/A00-0000000 |
(State
or other jurisdiction of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer Identification No.) |
1200 N. Federal Hwy, Suite 200
Boca Raton, FL 733432
(Address of principal executive offices, including zip code)
Tel:
(212) 207-0090
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)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Units,
each consisting of one Class A ordinary share and one-half of one Redeemable Warrant |
|
BIXIU |
|
The
Nasdaq Stock Market, LLC |
| Class
A ordinary share, par value $0.0001 per share |
|
BIXI |
|
The
Nasdaq Stock Market, LLC |
| Redeemable
Warrant - each warrant exercisable to purchase one Class A ordinary share at $11.50 per share |
|
BIXIW |
|
The
Nasdaq Stock Market, LLC |
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.
Item 8.01. Other Events.
On December 12,
2025, Bitcoin Infrastructure Acquisition Corp Ltd (the “Company”) announced that, on or about December 17, 2025,
the holders of the Company’s units (the “Units”) may elect to separately trade the Class A ordinary shares
and warrants included in the Units. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each
whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to
adjustment. Any Units not separated will continue to trade on the Global Market tier of The Nasdaq Stock Market, LLC.
(“Nasdaq”) under the symbol “BIXIU.” Any underlying Class A ordinary shares and warrants that are
separated will trade on Nasdaq under the symbols “BIXI” and “BIXIW,” respectively. Holders of Units will
need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to
separate the holders’ Units into Class A ordinary shares and warrants.
A copy of the press release
issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated December 12, 2025. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| |
BITCOIN
INFRASTRUCTURE ACQUISITION CORP LTD. |
| |
|
|
| |
By: |
/s/
Ryan Gentry |
| |
|
Name: |
Ryan
Gentry |
| |
|
Title: |
Chief
Executive Officer |
| |
|
|
| Dated:
December 12, 2025 |
|
|