Bitcoin Infrastructure Acquisition (BIXI) risk factors, FY2025 10-K

Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination

1. 01If we seek shareholder approval of our initial business combination, our initial shareholders have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote
2. 02Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of the initial business combination
3. 03The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to consummate the most desirable business combination or optimize our capital structure
4. 04The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your ordinary shares
5. 05The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares
6. 06If we do not consummate an initial business combination within the completion window, our public shareholders may be forced to wait beyond such time before redemption from our trust account
7. 07The requirement that we maintain a minimum net worth or retain a certain amount of cash could increase the probability that our business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares
8. 08We may not be able to consummate our initial business combination within the required time period, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate
9. 09Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent and ongoing military action between Russia and Ukraine
10. 10Dependence on Artificial Intelligence
11. 11Macro-economic turbulence and instability relating to recent and ongoing global conflicts and other drivers of uncertainty may adversely affect our business, investments and results of operations and our ability to successfully consummate a business combination
12. 12Recent increases in inflation in the United States and elsewhere may lead to increased price volatility for publicly traded securities, including ours, or other national, regional or international economic disruptions, any of which could make it more difficult for us to complete our initial business combination
13. 13If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination or fails to comply with the procedures for tendering its shares, such shares may not be redeemed
14. 14You will not be entitled to protections normally afforded to investors of many other blank check companies
15. 15We will require public shareholders who wish to redeem their public shares in connection with a proposed business combination to comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights
16. 16Additionally, despite our compliance with the proxy rules or tender offer rules, as applicable, shareholders may not become aware of the opportunity to redeem their shares
17. 17If the funds not being held in the trust account are insufficient to allow us to operate for at least the 24 months following the closing of this offering, we may be unable to complete our initial business combination
18. 18We may issue notes or other debt securities, or otherwise incur substantial debt, to complete our initial business combination, which may adversely affect our financial condition and thus negatively impact the value of our shareholders’ investment in us
19. 19Our directors may decide not to enforce indemnification obligations against our Sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders
20. 20We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers
21. 21If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination
22. 22Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them
23. 23We may not seek an opinion from an unaffiliated third party as to the fair market value of the target business we acquire
24. 24If our initial business combination involves a company organized under the laws of the United States (or any subdivision thereof), it is possible a U.S. federal excise tax could be imposed on us in connection with any redemptions of our public shares after or in connection with such initial business combination
25. 25As a Cayman Islands company, the Excise Tax is currently not expected to apply to redemptions of our public shares (absent any regulations or other additional guidance that may be issued in the future)
26. 26We may be a passive foreign investment company, or “PFIC,” which could result in adverse United States federal income tax consequences to U.S. investors
27. 27Our initial business combination and our structure thereafter may not be tax-efficient to holders of our public shares, or public warrants. As a result of our business combination, our tax obligations may be more complex, burdensome and uncertain
28. 28The grant of registration rights to our initial shareholders and non-managing Sponsor investors may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our public shares
29. 29We may seek acquisition opportunities with an early-stage company, a financially unstable business or an entity lacking an established record of revenue or earnings
30. 30We are not required to obtain an opinion from an independent investment banking firm or another independent entity, and consequently, an independent source may not confirm that the price we are paying for the business is fair to our shareholders from a financial point of view
31. 31We may issue additional ordinary or preference shares to complete our initial business combination or under an employee incentive plan upon or after consummation of our initial business combination, which would dilute the interest of our shareholders and likely present other risks
32. 32We may engage in our initial business combination with one or more target businesses that have relationships with entities that may be affiliated with our Sponsor, executive officers or directors, which may raise potential conflicts of interest
33. 33The gross proceeds after this offering, the sale of founder shares to an advisor and the sale of the private units that we may use to complete our initial business combination will provide us with $207,000,000 (or $238,050,000 if the underwriters’ over-allotment option is exercised in full)
34. 34We may attempt to simultaneously consummate business combinations with multiple prospective targets, which may hinder our ability to consummate our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability
35. 35We may attempt to consummate our initial business combination with a private company about which little information is available, which may result in our initial business combination with a company that is not as profitable as we suspected, or at all
36. 36Unlike some blank check companies, we do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it easier for us to consummate our initial business combination with which a substantial majority of our shareholders do not agree
37. 37Our initial shareholders will control a substantial interest in us and thus may influence certain actions requiring a shareholder vote, potentially in a manner that you do not support
38. 38Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses
39. 39Redeeming shareholders may be unable to sell their securities when they wish to in the event that the proposed business combination is not approved
40. 40If we are unable to consummate our initial business combination within 24 months from the closing of this offering, our public shareholders may be forced to wait beyond such period before redemption from our trust account
41. 41Our Sponsor may decide not to extend the term we have to consummate our initial business combination, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, and the warrants will be worthless
42. 42We may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results
43. 43We may not hold an annual meeting of shareholders until after the consummation of our initial business combination
44. 44The warrants may become exercisable and redeemable for a security other than the Class A ordinary shares, and you will not have any information regarding such other security at this time
45. 45We may not be able to complete a business combination with certain potential target companies if a proposed transaction with the target company may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations
46. 46Certain agreements related to this offering may be amended or waived without shareholder approval
47. 47Unlike many other similarly structured blank check companies, our initial shareholders will receive additional Class A ordinary shares if we issue shares to consummate an initial business combination

Risks Relating to the Post-Business Combination Company

1. 48Our management team and our shareholders may not be able to maintain control of a target business after our initial business combination
2. 49Transactions in connection with or in anticipation of our initial business combination and our structure thereafter may not be tax-efficient to our shareholders and warrant holders. As a result of our initial business combination, our tax obligations may be more complex, burdensome and uncertain
3. 50The post-business combination company may issue shares to investors in connection with our initial business combination at a price which is less than $10.00 or the prevailing market price of our shares at that time, which could dilute the interests of our existing shareholders and add costs
4. 51Regulatory change reclassifying digital assets as a security could lead to our classification as an “investment company” under the Investment Company Act and could adversely affect the market price of our digital asset holdings and the market price of our ordinary shares

Risks Related to our Team and Their Respective Affiliates and to the Post-Business Combination Company

1. 52Because we are not limited to a particular industry or any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s operations
2. 53Past performance of Meteora, our team and their respective affiliates may not be indicative of future performance of an investment in the Company
3. 54We may seek acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings
4. 55We are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm regarding fairness. Consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our Company from a financial point of view
5. 56We are dependent upon our directors and officers and their departure could adversely affect our ability to operate
6. 57We may have limited ability to assess the management of a prospective target business and, as a result, may affect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company
7. 58Our team will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination
8. 59Our directors, officers, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests
9. 60We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our Sponsor, directors or officers which may raise potential conflicts of interest
10. 61Meteora is not under any obligation to source any potential opportunities for our initial business combination or refer any such opportunities to our Company or provide any other services to our Company
11. 62Since our initial shareholders will lose their entire investment in us if our initial business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination
12. 63The net proceeds from this offering and the sale of the private units will provide us with $2,223,324 (or $2,673,324 if the underwriters’ over-allotment option is exercised in full) that we may use to complete our initial business combination
13. 64Our management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business
14. 65Accordingly, our initial shareholders will exert significant influence over actions requiring a shareholder vote at least until the completion of our initial business combination

Risks Relating to Our Securities

1. 66The securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.00 per share
2. 67You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares, potentially at a loss
3. 68Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions
4. 69Purchases of public shares in the open market or in privately negotiated transactions by our Sponsor, directors, executive officers, advisors or their affiliates may make it difficult for us to maintain the listing of our public shares on Nasdaq following the consummation of an initial business combination
5. 70In addition, if such purchases are made, the public “float” of our securities may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange
6. 71The nominal purchase price paid by our Sponsor and advisor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination
7. 72Implied value per public share upon consummation of initial business combination(3) $ 7.02
8. 73(3) All founder shares would automatically convert into Class A ordinary shares upon completion of our initial business combination or earlier at the option of the holder
9. 74Our warrants may have an adverse effect on the market price of our public shares and make it more difficult to effectuate our initial business combination
10. 75Our management’s ability to require holders of our warrants to exercise such warrants on a cashless basis will cause holders to receive fewer Class A ordinary shares upon their exercise of the warrants than they would have received had they been able to exercise their warrants for cash
11. 76Holders of warrants will not participate in liquidating distributions if we are unable to complete an initial business combination within the required time period
12. 77Unlike most blank check companies, if
13. 78then the exercise price of the warrants will be adjusted to be equal to 180% of the higher of the Trading Price and the price at which we issue the additional ordinary shares or equity-linked securities. This may make it more difficult for us to consummate an initial business combination with a target business
14. 79The determination of the offering price of our units and the size of this offering is more arbitrary than the pricing of securities and size of an offering of an operating company in a particular industry
15. 80There is currently no market for our securities and a market for our securities may not develop, which would adversely affect the liquidity and price of our securities
16. 81We may issue our shares to investors in connection with our initial business combination at a price which is less than the prevailing market price of our shares at that time
17. 82An investment in our securities, and certain subsequent transactions with respect to our securities, may result in uncertain or adverse U.S. federal income tax consequences for an investor
18. 83Whether a redemption of public shares will be treated as a sale of such public shares for U.S. federal income tax purposes will depend on a shareholder’s specific facts
19. 84We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective
20. 85We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our securities less attractive to investors
21. 86We are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or executive officers, or enforce judgments obtained in the United States courts against our directors or officers
22. 87Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing a business combination
23. 88Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations
24. 89We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance
25. 90Changes to laws or regulations or in how such laws or regulations are interpreted or applied, or a failure to comply with any laws, regulations, interpretations or applications may adversely affect our business, including our ability to negotiate and complete our initial business combination
26. 91We may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result in taxes imposed on shareholders
27. 92Neither the underwriters nor any of their respective affiliates have any obligation to provide us with potential investment opportunities or to devote any specified amount of time or support to our Company’s business
28. 93We intend to offer each public shareholder the option to vote in favor of the proposed business combination and still seek redemption of such shareholders’ shares
29. 94Because of our structure, other companies may have a competitive advantage and we may not be able to consummate an attractive business combination
30. 95Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss
31. 96Our letter agreement with our initial shareholders, directors and officers and registration rights agreement may be amended, and provisions therein may be waived, without shareholder approval
32. 97We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless
33. 98Because each unit contains one-half of one warrant and only a whole warrant may be exercised, the units may be worth less than units of some other blank check companies
34. 99Members of our team and companies affiliated thereof have been, and may from time to time be, involved in legal proceedings or governmental investigations unrelated to our business
35. 100We may seek acquisition opportunities in foreign countries that are subject to political, economic, and other uncertainties
36. 101Corporate governance standards in emerging and frontier markets may not be as strict or developed as in the United States and such weakness may hide issues and operational practices that are detrimental to a target business
37. 102Many of the economies in Emerging and Frontier markets are experiencing substantial inflationary pressures which may prompt the governments to take action to control the growth of the economy and inflation that could lead to a significant decrease in our profitability following our initial business combination
38. 103Exchange rate fluctuations and currency policies may cause a target business’ ability to succeed in the international markets to be diminished
39. 104We may be exposed to liabilities under the Foreign Corrupt Practices Act, and any determination that we violated the Foreign Corrupt Practices Act could have a material adverse effect on our business
40. 105We may seek acquisition opportunities in industries or sectors which may or may not be outside of our management’s area of expertise
41. 106If our management following our initial business combination is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues
42. 107After our initial business combination, our results of operations and prospects could be subject, to a significant extent, to the economic, political, social and government policies, developments and conditions in the country in which we operate
43. 108We may not hold an annual general meeting until after the consummation of our initial business combination, which could delay the opportunity for our shareholders to elect directors
44. 109A conflict of interest may arise from the need to obtain the consent of our Sponsor to our business combination