SecProbe.io

CORRESP
 1
 filename1.htm

 Maxim
Group LLC

 300
Park Avenue, 16th Floor

 New
York, NY 10022

 September
29, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 AI
 Infrastructure Acquisition Corp. (the "Company")

 Registration
 Statement on Form S-1, as amended

 Filed
 August 13, 2025

 File
 No. 333-289587

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), Maxim Group LLC, as representative of the underwriters of the offering, hereby joins the
request of the Company that the effective date of the above-captioned Registration Statement be accelerated so as to permit it to become
effective on September 30, 2025 at 5:15 p.m., Eastern time, or as soon thereafter as practicable.

 Pursuant
to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on behalf
of the several underwriters, wish to advise you that, through September 29, 2025, we distributed to each underwriter or dealer, who is
reasonably anticipated to be invited to participate in the distribution of the security, as many copies, as well as "E-red"
copies of the Preliminary Prospectus dated September 23, 2025, as appears to be reasonable to secure adequate distribution of the preliminary
prospectus.

 We
have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [ Signature
Page Follows ]

 Very truly yours,

 MAXIM GROUP LLC

 By:
 /s/
 Lawrence Glassberg

 Name:

 Lawrence
 Glassberg

 Title:

 Head
 of Investment Banking

CORRESP
 1
 filename1.htm

 AI
INFRASTRUCTURE ACQUISITION CORP.

 10845
Griffith Peak Dr., Suite 200

 Las
Vegas, NV 89135

 September
29, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Real Estate & Construction

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 AI
 Infrastructure Acquisition Corp.
 Registration
 Statement on Form S-1
 File
 No. 333-289587

 Ladies
and Gentleman:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant hereby requests that the effectiveness of the above-captioned
Registration Statement on Form S-1, as amended (the "Registration Statement"), be accelerated so that the same will become
effective at 5:15 p.m. Eastern Time on September 30, 2025, or as soon thereafter as practicable unless we or our outside counsel, Dykema
Gossett PLLC, request by telephone that such Registration Statement be declared effective at some other time.

 We
understand that the staff of the Securities and Exchange Commission will consider this request as confirmation by AI Infrastructure Acquisition
Corp. that it is aware of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered
by the Registration Statement.

 Very
 truly yours,

 AI
 INFRASTRUCTURE ACQUISITION CORP.

 By:

 /s/
 Michael D. Winston

 Name:

 Michael
 D. Winston

 Title:

 Chief
 Executive Officer

 cc:
 Kate
 Bechen, Esq.

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

 September
23, 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.

 Amendment
 No. 1 to Registration Statement on Form
 S-1

 Filed
 September 8, 2025

 File
 No.: 333-289587

 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 September 18,
2025 (the " Comment Letter "), with respect to the Company's Amendment No. 1 (" Amendment No. 1 ")
to its Registration Statement on Form S-1 (the " Registration Statement "), filed with the SEC on September 8,
2025. The Company is concurrently submitting a second amendment to the Registration Statement (" Amendment No. 2 "),
which reflects the changes discussed in this Response that the Company made to address the Staff's comments and other updates.

 For
reference purposes, the Staff's numbered comment from the Comment Letter is set forth in bold text below, followed by the Company's
response to that comment. All capitalized terms used but not defined in this Response have the meanings ascribed to them in Amendment
No. 2.

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

 Amendment
No. 1 Registration Statement on Form S-1

 Summary

 Our
Sponsor, page 3

 1.
 We
 acknowledge your response to prior comment 1. However, your disclosure continues to state that Mr. Timothy is one of your independent
 directors, and also that he has a voting interest in your sponsor. As previously stated, please revise your disclosures to reconcile
 or otherwise clarify these statements.

 Response :
 The
Company acknowledges the Staff's prior comment. The Company has applied to have the Units listed on the New York Stock Exchange
("NYSE"). The Company adopted and applied the definition of "independent director" in Section 303A.02 of the
NYSE Listed Company Manual and the commentary to that section to assess which of its directors are independent. Section 303A.02 states,
"No director qualifies as "independent" unless the board of directors affirmatively determines that the director has
no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has
a relationship with the company)." That section also identifies specific relationships and situations that cause a person to not
be "independent" – none of which apply to Mr. Timothy.

 Although
Mr. Timothy has an ownership stake in the sponsor, it is a minority position. The Board of Directors being aware of that ownership stake,
Mr. Timothy's role as a director of the sponsor, and any other interests Mr. Timothy may have in the sponsor and the Company
and, based on all factors deemed relevant, affirmatively determined that Mr. Timothy qualifies as independent. Commentary to Section
303A.02 in the NYSE Listed Company Manual provides, "[A]s the concern is independence from management, the Exchange does not view
ownership of even a significant amount of stock, by itself, as a bar to an independence finding."

 The
Registration Statement identifies the standards the Company applied to Mr. Timothy (and the other persons who are expected to serve as
"independent directors" upon effectiveness of the Registration Statement) to determine independent status under the subheading
"Director Independence" on page 112. And, in that subsection the Company included the disclosure that, "Our board has
determined that each of Messrs. Timothy, Adler and Stoneberg are independent directors under applicable SEC and NYSE rules."

 In
response to the Staff's comment, the Company has added additional disclosure on its determination as to Mr. Timothy's status
as an independent director on page 3 and elsewhere in Amendment No. 2.

 *
* *

 Thank
you for your review and consideration of the matters set forth in this Response and in Amendment No. 2. 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.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 18, 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.
 Amendment No. 1 to Registration Statement on Form S-1
 Filed September 8, 2025
 File No. 333-289587
Dear Michael D. Winston:

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

 Please respond to this letter by amending your registration statement
and providing
the requested information. 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 any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our September 3,
2025 letter.

Amendment No. 1 to Registration Statement on Form S-1
Summary
Our Sponsor, page 3

1. We acknowledge your response to prior comment 1. However, your
disclosure
 continues to state that Mr. Timothy is one of your independent
directors, and also that
 he has a voting interest in your sponsor. As previously stated, please
revise your
 disclosures to reconcile or otherwise clarify these statements.
 September 18, 2025
Page 2

 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
</TEXT>
</DOCUMENT>

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

 September
 8, 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.

 Registration
 Statement on Form S-1

 Filed
 August 13, 2025

 File
 No.: 333-289587

 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 September 3,
2025 (the " Comment Letter "), with respect to the Company's Registration Statement on Form S-1 (the " Registration
Statement "), filed with the SEC on June 26, 2025. The Company is concurrently submitting a first amendment to the Registration
Statement (" Amendment No. 1 "), 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 Amendment No. 1.

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

 Registration
Statement on Form S-1

 Summary

 Our
Sponsor, page 3

 1.
 We
 note your revised disclosure that Mr. Timothy will hold a 16.35% interest in your sponsor, that this interest is a voting interest,
 and your disclosures that he is your independent director. Your revised disclosures also state that your independent directors will
 be issued membership interests in your sponsor but that they have no right to control the sponsor or participate in any decision
 regarding the disposal of any security held by the sponsor. Please revise your disclosures to reconcile these statements or otherwise
 clarify these statements.

 Response :
In response to the Staff's comments, the Company has revised its disclosures on page 3 and elsewhere throughout Amendment No. 1.

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

 U.S. Securities
 and Exchange Commission
 Division
 of Corporate Finance
 September
 8, 2025
 Page 2

 Exhibits

 2.
 We
 note your disclosures stating that there may be instances where your directors, officers or their affiliates may purchase shares
 prior to the consummation of your initial business combination, but that such purchases would be in compliance with CD&I 166.01,
 which covers purchases that follow certain conditions, including that the purchased shares will not be voted in favor of approving
 the business combination. However, we note that your letter agreement filed as Exhibit 10.2 requires your insiders to vote any shares
 owned by them, with no exceptions. Please revise to reconcile, or advise.

 Response :
In response to the Staff's comments, the Company has revised its form of letter agreement to clarify that the requirement to vote
shares in favor of an initial business combination will not apply to any shares acquired by an insider in a privately negotiated transaction
or in the open market in compliance with CD&I 166.01. Further the Company has filed the revised version of the form of letter agreement
as Exhibit 10.2 with Amendment No. 1.

 *
 * *

 Thank
you for your review and consideration of the matters set forth in this Response and in Amendment No. 1. 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.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 3, 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.
 Registration Statement on Form S-1
 Filed August 13, 2025
 File No. 333-289587
Dear Michael D. Winston:

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

 Please respond to this letter by amending your registration statement
and providing
the requested information. 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 any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1
Summary
Our Sponsor, page 3

1. We note your revised disclosure that Mr. Timothy will hold a 16.35%
interest in your
 sponsor, that this interest is a voting interest, and your disclosures
that he is
 your independent director. Your revised disclosures also state that your
independent
 directors will be issued membership interests in your sponsor but that
they have no
 right to control the sponsor or participate in any decision regarding
the disposal of any
 security held by the sponsor. Please revise your disclosures to
reconcile these
 statements or otherwise clarify these statements.
Exhibits

2. We note your disclosures stating that there may be instances where your
directors,
 September 3, 2025
Page 2

 officers or their affiliates may purchase shares prior to the
consummation of your
 initial business combination, but that such purchases would be in
compliance with
 CD&I 166.01, which covers purchases that follow certain conditions,
including that
 the purchased shares will not be voted in favor of approving the
business combination.
 However, we note that your letter agreement filed as Exhibit 10.2
requires your
 insiders to vote any shares owned by them, with no exceptions. Please
revise to
 reconcile, or advise.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 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
</TEXT>
</DOCUMENT>

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.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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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