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• Identifying and Acquiring a Target Company: As a Special Purpose Acquisition Company (SPAC), AIIA's sole function is to identify and complete a business combination with a private operating company, typically within the artificial intelligence or advanced technology sectors.

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AI Infrastructure Acquisition (symbol: AIIA) is a Special Purpose Acquisition Company (SPAC) that was formed to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses.

As of February 13, 2024, AI Infrastructure Acquisition Corp. announced that it would liquidate and redeem its outstanding Class A ordinary shares because it would not complete an initial business combination by its deadline. Consequently, AIIA does not have any major customers, as it never acquired an operating business that would provide goods or services to other companies or individuals.

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Michael Winston Chief Executive Officer

Michael Winston has served as CEO and a director of AI Infrastructure Acquisition Corp. since May 2025, and also as its Chairman since 2025. He is also a director, CEO, and President of AIIA Sponsor Ltd., the company's sponsor, since May 2025. Mr. Winston founded Jet Token, Inc. in 2018, where he served as Executive Chairman. He also took on the role of Interim Chief Executive Officer for Jet.AI in August 2023. Earlier in his career, he worked at Credit Suisse First Boston Corporation starting in 1999 and later as a portfolio manager at Millennium Partners LP. In 2012, Mr. Winston established the Sutton View group of companies, an alternative asset management platform that provided advisory services to a significant academic endowment.

George Murnane Chief Financial Officer

George Murnane has served as CFO and a director of AI Infrastructure Acquisition Corp. since May 2025. He also holds positions as a director, CFO, and Secretary of AIIA Sponsor Ltd. since May 2025. Mr. Murnane has been the Interim Chief Financial Officer for Jet.AI since August 2023 and the Chief Executive Officer of Jet Token, Inc. since September 2019. His career spans over two decades in senior executive roles within the air transportation and aircraft industry, including 14 years as a Chief Operating Officer and/or Chief Financial Officer. His past roles include CEO for ImperialJet S.a.l (2013-2019), COO and Acting CFO of VistaJet Holdings, S.A. (2008), CFO of Mesa Air Group (2002-2007), COO and CFO of North-South Airways (2000-2002), Executive Vice President, COO and CFO of International Airline Support Group (1996-2002), and Executive Vice President and COO of Atlas Air, Inc. (1995-1996). Before joining Jet Token, he was a managing partner at Barlow Partners, a consulting firm specializing in operational and financial management, M&A, financing, and restructuring for industrial and financial companies.

Wrendon Timothy Independent Director

Wrendon Timothy has served as an independent director of AI Infrastructure Acquisition Corp. since May 2025. He also serves as an independent director of AIIA Sponsor Ltd. since May 2025. Mr. Timothy is Jet.AI's lead independent director and chairs its audit committee, in addition to being a member of its compensation, and nominating and corporate governance committees. He previously served as the Chief Financial Officer, Treasurer, Secretary, and director of Oxbridge Acquisition Corp. (NASDAQ: OXAC) from April 2021 until its business combination with Jet.AI, and was also a director on OXAC's sponsor, OAC Sponsor Ltd., from April 2021 to March 2025.

Peter Stoneberg Independent Director

Peter Stoneberg serves as an Independent Director for AI Infrastructure Acquisition Corp.

Joshua Adler Independent Director

Joshua Adler serves as an Independent Director for AI Infrastructure Acquisition Corp.

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The primary risk to AI Infrastructure Acquisition (symbol: AIIA) is its ability to successfully complete an initial business combination. As a Special Purpose Acquisition Company (SPAC), AIIA's entire business model is predicated on identifying and merging with a target company, specifically within the AI data center industry.

Should AIIA fail to consummate a suitable business combination within the timeframe mandated by its organizational documents, it would be forced to liquidate, returning capital to its public shareholders. This fundamental risk encompasses several challenges, including the intense competition for attractive acquisition targets in the AI data center sector and the possibility that a significant number of its public shareholders may redeem their shares, thereby reducing the capital available for a potential business combination.

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The clear emerging threat for AI Infrastructure Acquisition (AIIA), like many Special Purpose Acquisition Companies (SPACs, especially those formed after the peak of the SPAC boom), is the systemic shift in investor sentiment leading to persistently high shareholder redemption rates and significant difficulty in securing Private Investment in Public Equity (PIPE) financing for de-SPAC transactions. This trend directly undermines the SPAC model's ability to efficiently raise capital and complete acquisitions, making it a less attractive and viable path for private companies to go public compared to alternative methods. This situation parallels how Blockbuster's business model was disrupted by Netflix's streaming service, as the foundational mechanism for a SPAC to achieve its goal is becoming increasingly challenged by new market realities and investor behavior.

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• Successful Business Combination: The foremost driver will be AIIA's ability to identify and successfully complete a merger, acquisition, or similar business combination with one or more high-impact private technology companies that are advancing AI and machine learning capabilities or are involved in building and operating next-generation data center infrastructure. The revenue growth will then be a function of the acquired company's performance and market position within the AI infrastructure sector.
• Expansion of the AI Infrastructure Market: The broader AI infrastructure market is experiencing robust growth, driven by increasing demand for data traffic, computing power, and the widespread adoption of AI technologies such as machine learning, deep learning, and natural language processing. An acquired company operating in this space would benefit from this expanding market, which is projected to grow significantly in the coming years.
• Increasing Demand for AI-Optimized Hardware and Software: The growing complexity and scale of AI models, particularly large language models and generative AI, necessitate substantial investment in high-performance computing (HPC) infrastructure, including specialized hardware like GPUs, TPUs, and AI accelerators, as well as sophisticated software for development and management. A target company providing these solutions would see revenue growth from this escalating demand.
• Growth in Cloud-Based and Edge AI Infrastructure: The market is seeing momentum in cloud-based AI infrastructure due to its scalability, flexibility, and cost-effectiveness, particularly for small and mid-sized enterprises. Concurrently, edge AI infrastructure is becoming more prevalent to support latency-sensitive applications across various industries. An acquired entity offering solutions in these areas would tap into significant revenue opportunities.

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Share Issuance

• AI Infrastructure Acquisition Corp. (AIIA) completed its initial public offering (IPO) on October 6, 2025, issuing 13,800,000 units at $10.00 per unit, raising $138 million.
• This offering included the full exercise of the underwriters' over-allotment option.
• Each unit consists of one Class A ordinary share and one right, with each right entitling the holder to receive one-fifth of a Class A ordinary share upon the consummation of an initial business combination.
• A simultaneous private placement of 407,000 units at $10.00 per unit generated an additional $4.07 million in gross proceeds.

Inbound Investments

• The company successfully raised $138 million from its IPO and concurrent private placement, which has been deposited into a U.S.-based trust account.
• AIIA Sponsor Ltd., a minority-owned subsidiary of Jet.AI Inc. (NASDAQ: JTAI), purchased 269,000 units in the private placement.
• Maxim Partners LLC also participated in the private placement, purchasing 138,000 units.

Outbound Investments

• As a Special Purpose Acquisition Company (SPAC), AI Infrastructure Acquisition Corp.'s primary capital allocation objective is to execute a merger, capital stock exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses.
• The company aims to target high-impact private technology companies that are advancing artificial intelligence and machine learning capabilities, as well as those involved in building, operating, or enabling next-generation data center infrastructure.
• The $138 million raised from the IPO and private placement is specifically earmarked for funding this future business combination.