UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM~~ Form 8-K

~~CURRENT REPORT~~Current Report

~~PURSUANT TO~~Pursuant ~~SECTION~~to Section 13 ORor 15(d) OFof ~~THE~~the Securities Exchange Act of 1934

~~SECURITIES EXCHANGE~~December ~~ACT~~19, ~~OF 1934~~2025

Date of Report (Date of earliest event reported)~~: December 12, 2025~~

BITCOIN INFRASTRUCTURE ACQUISITION CORP LTD.

(Exact ~~name~~ Name of ~~registrant~~Registrant as ~~specified~~Specified in its ~~charter~~Charter)

Cayman Islands		001-42982		N/A00-0000000
(State or other jurisdictionof incorporation)		(Commission File Number)		(IRS EmployerIdentification No.)

000-00000

1200 N. Federal Hwy, Suite 200 Boca Raton, FL 733432 (Address of principal executive offices, including zip code)

Cayman Islands		N/A00-0000000
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

Tel: (212) 207-0090

1200 N. Federal Hwy, Suite 200 Boca Raton, FL 33432		33432
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 207-0090

~~Not Applicable(Former name or former address, if changed since last report)~~N/A

(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 ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act ☐ Pre-commencement communications pursuant to Rule 14d-2(17b) ~~CFR~~under ~~230.425~~the Exchange Act ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

☐ 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
Units, each consisting of one Class A ordinary share, par value $0.0001 per 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
Class A ordinary shares, 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
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $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 (17 CFR §230.405 ~~of this chapter~~) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 81.01. ~~Other~~Entry ~~Events.~~into a Material Definitive Agreement

On December 1219, 2025, Bitcoin Infrastructure Acquisition Corp Ltd. (the “Company”) ~~announced~~entered ~~that,~~into ona orConsulting ~~about~~Agreement ~~December~~with ~~17,~~Ryan ~~2025, the~~Gentry ~~holders of the Company’s units~~ (the “~~Units~~Gentry Consulting Agreement”) ~~may~~pursuant ~~elect~~ to ~~separately~~which ~~trade~~Mr. ~~the~~Gentry ~~Class~~agreed Ato ~~ordinary~~provide ~~shares and~~the ~~warrants~~Company ~~included~~with inconsulting ~~the~~services, ~~Units.~~which ~~Each~~may ~~Unit~~include ~~consists~~but are ofnot ~~one~~limited ~~Class~~to, Aassisting ~~ordinary~~with ~~share~~analysis and ~~one-half~~advice ofregarding ~~one redeemable warrant. Each whole warrant entitles~~ the ~~holder~~potential ~~thereof~~investment toopportunities ~~purchase~~for ~~one~~special ~~Class~~purpose Aacquisition companies, ~~ordinary~~accounting ~~share~~and atbookkeeping, aand ~~price~~administrative ~~of $11~~support.50 ~~per~~Pursuant ~~share, subject~~ to ~~adjustment.~~ ~~Any Units not separated will continue to trade on~~ the ~~Global~~terms ~~Market tier~~ of ~~The~~the ~~Nasdaq~~Consulting ~~Stock Market~~Agreement, ~~LLC~~Mr. ~~(“Nasdaq”)~~ ~~under~~Gentry ~~the~~is ~~symbol~~entitled to ~~“BIXIU.”~~a ~~Any~~consulting ~~underlying~~fee ~~Class~~of A$12,500 ~~ordinary~~per ~~shares~~month, ~~and~~payable ~~warrants~~at ~~that are separated will trade on Nasdaq under~~ the ~~symbols~~end ~~“BIXI”~~of ~~and~~each ~~“BIXIW,”~~monthly ~~respectively~~period. ~~Holders~~The ofConsulting ~~Units~~Agreement will ~~need~~ toterminate ~~have~~automatically upon ~~their~~completion ~~brokers~~of ~~contact~~a ~~Continental~~business ~~Stock~~combination ~~Transfer~~by &the ~~Trust~~ Company, ~~the~~unless ~~Company’s~~sooner ~~transfer~~terminated ~~agent,~~by ineither ~~order~~party subject to ~~separate~~ the ~~holders’~~terms ~~Units into Class A ordinary shares~~ and ~~warrants~~conditions therein.

AThe ~~copy~~Gentry ofConsulting ~~the~~Agreement ~~press~~is ~~release issued~~filed byas ~~the~~Exhibit ~~Company~~10.1 ~~announcing~~to ~~the~~this ~~separate~~Current Report ~~trading~~on ofForm ~~the~~8-K ~~securities~~and ~~underlying~~incorporated ~~the~~herein ~~Units~~by ~~is attached hereto as Exhibit 99~~reference.1.

~~Item 9.01. Financial Statements and Exhibits.~~1

~~(d)~~Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Press Release dated December 12, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

(d)

Exhibits:

10.1		Consulting Agreement dated December 19^th, 2025, between Bitcoin Infrastructure Acquisition Corp. Ltd. and Ryan Gentry.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~SIGNATURE~~2

~~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.~~SIGNATURES

	BITCOIN INFRASTRUCTURE ACQUISITION CORP LTD.
	By:	/s/ Ryan Gentry
		Name:	Ryan Gentry
		Title:	Chief Executive Officer
Dated: December 12, 2025

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.

2Dated December 22, 2025

	Bitcoin Infrastructure Acquisition Corp Ltd.

	By:	/s/ James DeAngelis
	Name:	James DeAngelis
	Title:	Chief Financial Officer

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