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 July 23, 2025

Michael D. Winston
Chief Executive Officer
AI Infrastructure Acquisition Corp.
10845 Griffith Peak Dr.
Suite 200
Las Vegas, NV 89135

 Re: AI Infrastructure Acquisition Corp.
 Draft Registration Statement on Form S-1
 Submitted June 26, 2025
 CIK No.: 0002073553
Dear Michael D. Winston:

 We have reviewed your draft registration statement and have the
following comments.

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-1
Cover page

1. We note disclosure on page 20 and elsewhere in your prospectus that your
class B
 shares have an anti-dilution adjustment feature, and that if you
increase or decrease
 the size of your offering, you will cause the class B shares to equal
approximately
 25% of your issued and outstanding ordinary shares after the offering.
Please revise
 your cover page to discuss this anti-dilution feature and discuss the
extent to which
 such issuances may result in material dilution to shareholders. Refer to
Item
 1602(a)(3) of Regulation S-K.
 July 23, 2025
Page 2
Sponsor Compensation, page 4

2. We refer to your disclosures that interests in the sponsor will be
issued as director
 compensation. Please add this compensation and the directors to the
compensation
 table. See Item 1602(b)(6) of Regulation S-K.
Other Acquisition Considerations, page 11

3. Please revise your disclosure in the last paragraph in this section to
address how the
 terms of any additional financing may impact your unaffiliated
shareholders. See Item
 1602(b)(5) of Regulation S-K. In addition, in the "Dilution" section
where you discuss
 your assumption that you are not issuing additional securities in
connection with
 additional financing, please revise to clarify that you are intending to
acquire a
 business with an enterprise value that is "significantly" above the net
proceeds of your
 offering, as you state on page 11.
Potential Conflicts of Interest, page 13

4. Please expand your disclosures to discuss any potential conflicts that
may arise from
 your sponsor's connection with Jet.AI, or advise. See Item 1602(b)(6) of
Regulation
 S-K.
Ability to extend time to complete business combination, page 24

5. Please address whether there are any limitations on the number of times
you can
 extend the time period to consummate an initial business combination
with
 shareholder approval. See Item 1602(b)(4) of Regulation S-K.
Manner of conducting redemptions, page 27

6. You state here and in the risk factor on page 35 that you expect your
sponsor and
 permitted transferees will own at least 20% of your issued and
outstanding shares at
 the time of a shareholder vote for an initial business combination.
However, you also
 have disclosure stating that there are mechanisms in place to ensure
that your sponsor
 will own approximately 25% of the issued and outstanding shares after
the offering.
 Please revise to reconcile your disclosures. In addition, please expand
on the second
 bullet on page 32 to highlight that no public shares would be required
to be voted in
 favor of a business combination in certain circumstances.
Limited payments to insiders, page 30

7. Please revise to also address the payment of $10,000 per month for
office space,
 utilities and secretarial and administrative support. Please also revise
the Related Party
 Transactions section on page 84 to address the $10,000 per month
payment.
Our Sponsor, page 91

8. We note your disclosure on page 120 regarding the beneficial ownership
of your
 sponsor AIIA Sponsor Ltd.. Please revise to specifically identify all of
the persons
 who have a direct or indirect material interest in the SPAC sponsor, as
well as the
 nature and amount of their interests. Please also revise to clarify the
role of Jet.AI in
 your sponsor, or advise. See Item 1603(a)(7) of Regulation S-K.
 July 23, 2025
Page 3

Recent Accounting Standards, page F-12

9. Please tell us how you have complied with the reportable segment
disclosure
 requirements pursuant to ASU 2023-07 and/or revise accordingly.
General

10. With a view toward disclosure, please tell us whether your sponsor is,
is controlled
 by, has any members who are, or has substantial ties with, a non-U.S.
person. Also
 revise your filing to include risk factor disclosure that addresses how
this fact could
 impact your ability to complete your initial business combination. For
instance,
 discuss the risk to investors that you may not be able to complete an
initial business
 combination with a target company should the transaction be subject to
review by a
 U.S. government entity, such as the Committee on Foreign Investment in
the United
 States (CFIUS), or ultimately prohibited. Disclose that as a result, the
pool of potential
 targets with which you could complete an initial business combination
may be
 limited. Further, disclose that the time necessary for government review
of the
 transaction or a decision to prohibit the transaction could prevent you
from
 completing an initial business combination and require you to liquidate.
Disclose the
 consequences of liquidation to investors, such as the losses of the
investment
 opportunity in a target company, any price appreciation in the combined
company,
 and the private shares and rights which would expire worthless.
 Please contact Howard Efron at 202-551-3439 or Wilson Lee at
202-551-3468 if you
have questions regarding comments on the financial statements and related
matters. Please
contact David Link at 202-551-3356 or Dorrie Yale at 202-551-8776 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Hallie D. Heath
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