Material Agreement (Form 8-K)

On December 19, 2025, Bitcoin Infrastructure Acquisition Corp Ltd. (the "Company") entered into a Consulting Agreement with Ryan Gentry (the "Gentry Consulting Agreement") pursuant to which Mr. Gentry agreed to provide the Company with consulting services, which may include but are not limited to, assisting with analysis and advice regarding the potential investment opportunities for special purpose acquisition companies, accounting and bookkeeping, and administrative support. Pursuant to the terms of the Consulting Agreement, Mr. Gentry is entitled to a consulting fee of $12,500 per month, payable at the end of each monthly period. The Consulting Agreement will terminate automatically upon completion of a business combination by the Company, unless sooner terminated by either party subject to the terms and conditions therein.

The Gentry Consulting Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.