AI Infrastructure Acquisition Corp. Liquidation Value

AI Infrastructure Acquisition Corp. (AIIA) is a Cayman Islands blank check SPAC that completed its IPO on October 6, 2025, raising $138.0M gross proceeds from 13,800,000 Class A ordinary shares at $10.00/unit, with $138.0M deposited into a grantor trust account invested in U.S. Treasury money market funds. As of March 31, 2026, the trust holds $140.48M, reflecting $1.22M of Q1 2026 trust interest income and approximately $1.25M accumulated since IPO close. The Combination Period deadline is April 6, 2027.

Under a liquidation lens, the recovery posture for Class B and non-redeemable Class A shareholders (the 5.49M non-redeemable shares representing the sponsor, directors, and Maxim representative shares) is structurally negative. The trust balance of $140.48M is economically committed to the 13,800,000 redeemable Class A shares at $10.18/share redemption price — that obligation has first claim on trust assets. Permanent equity GAAP book value is $957K against which no meaningful recovery accrues in a wind-down because the trust is legally segregated for redemption. The effective liquidation recovery to permanent equity holders is approximately $957K in cash outside trust less $167K in face-value liabilities = approximately $790K, before wind-down costs capped at $50K from trust interest per the Articles. This matches closely with MFFAIS's reported CLV/LLV/OLV of $972K.

Q1 2026 changes from the December 31, 2025 prior annual filing: trust increased $1.22M (interest accretion), cash outside trust declined $121K to $1.12M (operating cash burn of $115K plus $6K offering costs), liabilities increased $35K to $167K (accrued expenses up $45K, Due to Sponsor down $10K). Accumulated deficit widened from ($157K) to ($310K), driven by the full pass-through of $1.22M trust income to remeasure temporary equity upward, which flows as a charge to retained earnings. No business combination target has been identified. Management has disclosed going concern doubt citing the mandatory April 2027 liquidation deadline. Working Capital Loans facility of up to $1.5M (convertible into private placement units at $10.00/unit) remains undrawn. No deferred underwriting fee is disclosed separately in XBRL; the filing discloses total transaction costs of $2.80M including $2.07M cash underwriting fee, both already expensed at IPO. The rights structure (each right = 1/5 Class A share upon Business Combination) is equity-classified and carries zero liquidation value if no combination occurs.