NYSE: AIIA
Targeting Leaders in AI, Machine Learning, and Next-Gen Data Center Infrastructure
OVERVIEW

AI Infrastructure Acquisition Corp.

AIIA intends to target high-impact private technology companies advancing artificial intelligence and machine learning capabilities, as well as those involved in building, operating, or enabling next-generation data center infrastructure.

IPO Structure & Investment Terms

12 million Class A ordinary shares at $10.00 each, targeting $120 million
Additional 1.8 million shares available via 45-day over-allotment option
12 million rights included, each representing one-fifth of one Class A ordinary share
Funds held in U.S.-based trust account by Odyssey Transfer & Trust Company

Key Metrics

$120M

Target Raise

$138M

Max w/ Over-Allotment

18

Months to Close

$10

Share Price

Target Companies

Companies at the intersection of AI, high-performance computing, cloud infrastructure, semiconductor acceleration (such as GPUs and specialized AI chips), edge computing, and the broader digital infrastructure value chain.

Artificial Intelligence

Pushing the boundaries of technology and transforming industries with cutting-edge solutions.

Machine Learning

Developing innovative algorithms and platforms that enhance data processing and predictive analytics capabilities.

Next-Gen Data Center Infrastructure

Building the foundation for the growing demand for AI infrastructure and cloud computing services worldwide.
Step 4

Approval

Utilize real-time analytics, continuous improvement initiatives, and ensure operational excellence with our precision monitoring process.
Real-time analytics for insights
Continuous improvement initiatives
Ensure operational excellence
Leadership

Management Team

We will seek to capitalize on the experience and networks of the members of our management team.

Mike Winston, Chairman & CEO

Michael D. Winston, CFA, has served as our Chief Executive Officer and a director since May 2025. Mr. Winston also serves as a director, Chief Executive Officer and President of our sponsor, AIIA Sponsor Ltd., since May 2025. He founded Jet Token, Inc. in 2018 and has served as its Executive Chairman since its founding. He began serving as Interim Chief Executive Officer for Jet.AI in August 2023. Mr. Winston began his career in 1999 with Credit Suisse First Boston Corporation and later worked as a portfolio manager at Millennium Partners LP. In 2012, Mr. Winston formed the Sutton View group of companies, an alternative asset management platform where he advised one of the largest academic endowments in the world. Mr. Winston received an MBA in Finance and Real Estate from Columbia Business School in 2005, and a BA in Economics from Cornell University in 1999. While at Cornell he studied for a year at the London School of Economics and at age 18 won a $1 million prize from IBM for his first startup company. Mr. Winston is a CFA Charterholder, a member of the Economic Club of New York and has completed executive education at the Stanford Law School Directors’ College.

George Murnane, CFO

George Murnane has served as our Chief Financial Officer and a director since May 2025. Mr. Murnane also serves as a director, Chief Financial Officer and Secretary of our sponsor, AIIA Sponsor Ltd., since May 2025. He has served as Jet.AI’s Interim Chief Financial Officer since August 2023 and as Jet Token, Inc.’s Chief Executive Officer since September 2019. Mr. Murnane has over 20 years of senior executive experience, including 14 years as a Chief Operating Officer and/or Chief Financial Officer in the air transportation and aircraft industry, including as Chief Executive Officer for ImperialJet S.a.l from 2013 to 2019, Chief Operating Officer and Acting Chief Financial Officer of VistaJet Holdings, S.A. in 2008, Chief Financial Officer of Mesa Air Group from 2002 to 2007, Chief Operating Officer and Chief Financial Officer of North-South Airways from 2000 to 2002, Executive Vice President, Chief Operating Officer and Chief Financial Officer of International Airline Support Group from 1996 to 2002 and Executive Vice President and Chief Operating Officer of Atlas Air, Inc. from 1995 to 1996. From 2009 until he joined Jet Token, Mr. Murnane was a managing partner of Barlow Partners, a consulting services firm providing operational and financial management, merger and acquisition, financing and restructuring expertise to industrial and financial companies. Mr. Murnane received an MBA from The Wharton School of the University of Pennsylvania and a BA in Economics from the University of Pennsylvania in 1980 and has completed executive education at the Stanford Law School Directors’ College. Mr. Murnane is also a Certified Public Accountant.

Wrendon Timothy, Independent Director

Wrendon Timothy has served as an independent director since May 2025. Mr. Timothy also serves as an independent director of our sponsor, AIIA Sponsor Ltd., since May 2025. Mr. Timothy serves as Jet.AI’s lead independent director, chairman of the audit committee, and member of the compensation, and nominating and corporate governance committees of the board. Mr. Timothy served as the Chief Financial Officer, Treasurer, Secretary and director of Oxbridge Acquisition Corp. (NASDAQ: OXAC) from April 2021 until the business combination with Jet.AI, and also served as a director on OXAC’s sponsor, OAC Sponsor Ltd. from April 2021 to March 2025. Mr. Timothy serves as a director of Oxbridge Re Holdings Limited (“Oxbridge Re”) (NASDAQ: OXBR) since November 2021, and has served as the Chief Financial Officer and Corporate Secretary of Oxbridge Re since August 2013. In his role, he has provided financial and accounting consulting services with a focus on technical and SEC reporting, compliance, internal auditing, corporate governance, mergers & acquisitions analysis, risk management, and CFO and controller services. Mr. Timothy also serves as an executive and director of Oxbridge Reinsurance Limited and Oxbridge Re NS, the licensed reinsurance subsidiaries of Oxbridge Re. Mr. Timothy also serves as a director of subsidiaries SurancePlus Holdings Ltd., and SurancePlus Inc., a British Virgin Islands Web3 entity.

Mr. Timothy holds directorship and leadership roles with a number of other privately-held companies, and also serves on various not-for-profit organizations, including his governance role as Chairman of Audit & Risk Committee of The Utility Regulation & Competition Office of the Cayman Islands from May 2021 to December 2022, and June 2023 to present.

Mr. Timothy started his financial career at PricewaterhouseCoopers (Trinidad) in 2004 as an Associate in their assurance division, performing external and internal audit work, and tax-related services. Throughout his career progression and transitions through KPMG Trinidad and PricewaterhouseCoopers (Cayman Islands), Mr. Timothy has successfully delivered services across both the public and private sectors. Mr. Timothy management roles allowed him to be heavily involved in the planning, budgeting, and leadership of engagement teams, serving as a liaison for senior client management, and advising on technical accounting matters. Mr. Timothy is a Fellow of the Association of Chartered Certified Accountants (ACCA), a Chartered Corporate Secretary and also holds a Postgraduate Diploma in Business Administration and a Master of Business Administration, with Distinction (with a Specialism in Finance (with Distinction)), from Heriot Watt University in Edinburg, Scotland. Mr. Timothy is an active Fellow Member of the ACCA, an active member of the Cayman Islands Institute of Professional Accountants (CIIPA), and an active Fellow Member of the Chartered Governance Institute, and active member of the Cayman Islands Directors Association (CIDA) and holds the Accredited Director (Acc. Dir.) designation through the Chartered Governance Institute of Canada and has completed executive education at the Stanford Law School Directors’ College.

Mr. Timothy brings considerable finance, accounting, corporate governance, risk management and prior SPAC experience to our Board.

Joshua A. Adler, Independent Director

Joshua A. Adler will serve as an independent director upon the effectiveness of the registration statement of which this prospectus is a part. Mr. Adler is a serial entrepreneur, angel investor, and veteran dealmaker with a proven track record of founding companies across energy, logistics, robotics, real estate, medical technology, and internet sectors. He is currently the Founding Chief Executive of Wellsite Navigator, an energy logistics SaaS platform based in Houston, recognized as the most widely adopted software in the North American energy industry, with over 500,000 installations at more than 2,000 companies. Previously, Mr. Adler founded and led Sourcenergy, a geospatial intelligence company that applied novel AI and data fusion methods to map energy and water activity and infrastructure. Sourcenergy served major energy companies such as ConocoPhillips, Occidental, and Shell, earning 22 U.S. patents and recognition as an Energy Innovation Pioneer by CERAWeek, among other accolades. Sourcenergy was sold to Bison Energy Services. Mr. Adler also co-founded LaKritz Adler Development, a Washington, D.C.-based real estate development firm specializing in urban revitalization, completing hundreds of millions of dollars in transactions. Earlier, he served as Chief Speechwriter to the U.S. Treasury Secretary under President George W. Bush, drafting major economic policy statements. Mr. Adler co-founded ilife Systems, a medical device company developing wireless cardiorespiratory monitors, and Amour.com, the first online matchmaking company, which he sold in a cross-border transaction. Mr. Adler holds a B.A. in Economics from Yale University, with a concentration in Chinese Studies, and an M.B.A. from the Massachusetts Institute of Technology, where he was named a Sloan Fellow for Innovation and Global Leadership. He is the lead inventor on 19 U.S. patents in energy intelligence and geoscience and an active member of Tiger21, the Boston Economic Club, and the Aspen Institute. Mr. Adler’s extensive entrepreneurial experience, innovative leadership, and strategic insight enhance our Board’s capabilities.

Peter Stoneberg, Independent Director

Peter Stoneberg will serve as an independent director upon the effectiveness of the registration statement of which this prospectus is a part. Mr. Stoneberg serves as an independent director of Kilroy Realty Corporation (NYSE: KRC), a publicly traded real estate investment trust, where he has served on the board since May 2014. He currently serves as Chair of Kilroy Realty Corporation’s Nominating and Corporate Governance Committee and is a member of other key board committees. Since 2020, Mr. Stoneberg has been a Managing Partner at Architect Partners, LLC, a boutique technology-focused investment banking firm, which effects securities transactions through Weild & Co. He is also the Founder and Managing Partner of Velocity Ventures, LLC, a merchant banking and M&A advisory firm, which he established in 2000. From 2018 to 2020, he served as Managing Partner of Dresner Partners, LLC, an investment banking firm. Prior to that, Mr. Stoneberg was an Investment Partner at Bank of America Capital Investors, L.P., a private equity investment arm of Bank of America, from 2000 to 2006. From 1994 until its acquisition by Bank of America in 1999, Mr. Stoneberg served as a Senior Managing Director at Montgomery Securities, where he founded and led its Technology Mergers and Acquisitions Group. Earlier in his career, from 1980 to 1986, he held senior positions including Managing Director at Broadview Associates, Co-Founder and President of Data/Voice Solutions Corp., and Product Marketing Manager at IBM Corporation and ROLM Corporation.

Mr. Stoneberg has served as a board member of multiple private companies and nonprofit organizations. He previously served on the boards of Cupertino Electric, Inc., NetCom Systems, Inc., Saleslogix Corp., and Osprey Ventures, including participation on audit and compensation committees. He was the Founder of the San Francisco America’s Cup Organizing Committee and currently serves as Chair of the Investment Committee of the St. Francis Sailing Foundation.

Press releases

SEC Filings

Stay informed about our financial performance, corporate governance, and strategic initiatives as we uphold the highest standards of regulatory compliance.
Governance

Corporate Governance Documents & Committee Charters

October 2025

Corporate Governance Guidelines

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October 2025

Code of Ethics

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October 2025

Nominating & Corporate Governance Committee Charter

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October 2025

Audit Committee Charter

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October 2025

Compensation Committee Charter

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We are focusing on companies that are poised to redefine industries and challenge the status quo.
Mike Winston, CEO
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FAQ

Frequently
Asked Questions

Navigate our Investor FAQs to find clear and concise answers to common questions about our company.

Where is the company traded and what is its ticker symbol?

New York Stock Exchange under the symbol AIIAU

Where is the company headquartered?

Las Vegas, Nevada

Where is the company incorporated?

Cayman Islands

When is the company's fiscal year end?

December 31

What are the SPAC shareholder redemption rights?

We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of an initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of an initial business combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares, subject to the limitations described herein.

The amount in the trust account is initially anticipated to be $10.00 per public share (subject to increase of up to an additional $0.02 per unit in the event that our sponsor elects to extend the period of time to consummate a business combination, as described in more detail in this prospectus). There will be no redemption rights upon the completion of an initial business combination with respect to our public rights or private placement rights. Maxim (and its designees), our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (and their permitted transferees will agree) to waive their redemption rights with respect to their founder shares, representative shares and any public shares they may acquire during or after this offering in connection with the completion of an initial business combination.

Who is the company's transfer agent?

Odyssey Transfer and Trust Company

2155 Woodlane Drive, Suite 100

Woodbury, MN 55125

shareholders@odysseytrust.com

Who is the company's outside legal counsel?

Dykema Gossett PLLC

111 E. Kilbourn Ave., Suite 1050

Milwaukee, WI 53202

(414) 488-7300

Who is the company's independent auditor?

Hacker, Johnson, & Smith, PA

500 North Westshore Boulevard, Suite 1000

Tampa, Florida 33609

813-286-2424