SecProbe.io

CORRESP
 1
 filename1.htm

 Dykema
 Gossett PLLC
 111
 E. Kilbourn Ave.
 Suite
 1050
 Milwaukee,
 WI 53202
 www.dykema.com
 Tel:
 414-488-7300

 Kate
 Bechen
 Direct
 Dial: (414) 488-7333
 Email:
 KBechen@dykema.com

 August
13, 2025

 U.S.
Securities and Exchange Commission

 Division
of Corporate Finance

 Office
of Real Estate & Construction

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
David Link, Dorrie Yale, Howard Efron, and

 Wilson
Lee

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

 Ladies
and Gentlemen:

 This
response letter (this " Response ") is submitted on behalf of AI Infrastructure Acquisition Corp. (the " Company ")
in response to the comments that the Company received from the staff of the Division of Corporation Finance (the " Staff ")
of the U.S. Securities and Exchange Commission (the " SEC ") in a letter addressed to Mr. Winston, dated July 23, 2025
(the " Comment Letter "), with respect to the Company's Draft Registration Statement on Form S-1 (the " Draft
Registration Statement "), submitted to the SEC on June 26, 2025. The Company is concurrently submitting a Registration Statement
on Form S-1 (the " Registration Statement "), which reflects the changes discussed in this Response that the Company
made to address the Staff's comments and other updates.

 For
reference purposes, each of the Staff's numbered comments from the Comment Letter is set forth in bold text below, followed by
the Company's response to each comment. All capitalized terms used but not defined in this Response have the meanings ascribed
to them in the Registration Statement.

 The
responses below are based on information provided to Dykema Gossett PLLC by the Company.

 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.

 Response :
In response to the Staff's comments, the Company has revised its disclosures on the cover page of the Registration Statement.

 California
| Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

 U.S.
Securities and Exchange Commission

 Division
of Corporate Finance

 August
13, 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.

 Response :
In response to the Staff's comments, the Company has revised its disclosures on pages 4 and 93 of the Registration Statement.

 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.

 Response :
In response to the Staff's comments, the Company has revised its disclosures on pages 11 and 76 of the Registration Statement.

 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.

 Response :
In the Draft Registration Statement the Company identified potential conflicts of interest, including under the heading
"Potential Conflicts of Interest". And, in various locations in the Registration Statement the Company has identified
that its affiliates, and the sponsor have a connection to Jet.AI, including on pages 3, 8, 14, 91, and 116. In the Registration
Statement the Company has expanded on the circumstances that may give rise to the conflicts of interest to highlight that certain of
these potential conflicts of interest relate to these connections with Jet.AI. In addition, the Draft Registration Statement
included the disclosure required by Item 1602(b)(6) of Regulation S-K in the table on pages 4 and 92, which pertains to
compensation that the sponsor and its affiliates have received or may receive. In the Registration Statement, the Company has
expanded that disclosure.

 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.

 Response :
In response to the Staff's comments, the Company has revised its disclosures on the cover page and on pages 12, 24, and 94 of
the Registration Statement.

 U.S.
Securities and Exchange Commission

 Division
of Corporate Finance

 August
13, 2025

 Page
3

 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.

 Response :
In response to the Staff's comments, the Company has revised its disclosures on pages 28, 32, and 35 of the Registration Statement.

 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.

 Response :
In response to the Staff's comments, the Company has revised its disclosures on pages 30 and 85 of the Registration Statement.

 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.

 Response :
In response to the Staff's comments, the Company has revised its disclosures on pages 3 and 91 of the Registration Statement.

 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.

 Response :
In response to the Staff's comments, the Company has revised its disclosures on pages F-12 and F-13 of the Registration Statement.

 U.S.
Securities and Exchange Commission

 Division
of Corporate Finance

 August
13, 2025

 Page
4

 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.

 Response :
In response to the Staff's comments, the Company respectfully advises the Staff that its sponsor, AIIA Sponsor Ltd., is a Cayman
Islands ordinary resident company, limited by shares. Wrendon Timothy, one of the Company's directors, as well as one of the three
directors of the sponsor, is a resident of the Cayman Islands. Additionally, Wrendon Timothy, both individually and through an entity
in which he has voting and dispositive power, and assuming each of our independent directors are issued the membership interests in
our sponsor described in the Registration Statement, will beneficially own approximately 16.35% of the voting interest
in sponsor. Accordingly, a portion of the capital contributions made to the sponsor are from non-U.S. persons. Except as disclosed
herein, the sponsor has no other substantial ties with a non-U.S. person.

 Additionally,
the Company has revised its disclosures on page 36 of the Registration Statement to include a risk factor discussing the risk to investors
that we 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.

 *
* *

 Thank
you for your review and consideration of the matters set forth in this Response and in the Registration Statement. If you have any questions,
please contact the undersigned at (414) 488-7333 or KBechen@dykema.com.

 Sincerely,

 Dykema Gossett PLLC

 /s/
 Kate Bechen

 Kate Bechen, Esq.

 cc: Mike
 Winston Chief
Executive Officer

 AI
Infrastructure Acquisition Corp.