Axiom Intelligence Acquisition Corp 1

false 0002057030 0002057030 2026-05-25 2026-05-25 0002057030 AXIN:UnitsEachConsistingOfOneClassOrdinaryShareAndOneRight.Member 2026-05-25 2026-05-25 0002057030 AXIN:ClassOrdinarySharesParValue0.0001PerShareMember 2026-05-25 2026-05-25 0002057030 AXIN:RightsEachRightEntitlingHolderToReceiveOnetenth110OfOneClassOrdinaryShareMember 2026-05-25 2026-05-25 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 25, 2026 AXIOM INTELLIGENCE ACQUISITION CORP 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-42708 98-1849669 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification Number) 89 Nexus Way , Camana Bay , Grand Cayman , KY1-9009 Cayman Islands (Address of principal executive offices) +1 763 343 8772 (Registrant’s telephone number, including area code) 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 (17 CFR 230.425) ☐ 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)) 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 right AXINU The Nasdaq Stock Market LLC Class A ordinary shares, par value $0.0001 per share AXIN The Nasdaq Stock Market LLC Rights, each right entitling the holder to receive one-tenth (1/10) of one Class A ordinary share AXINR 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 or Rule 12b-2 of the Securities Exchange Act of 1934. 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 1.01 Entry into a Material Definitive Agreement. Business Combination Agreement On May 25, 2026, Axiom Intelligence Acquisition Corp 1, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“ SPAC ”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “ Business Combination Agreement ”), with Terra Quantum AG, a company limited by shares organized under the laws of Switzerland (the “ Company ”), Markus Pflitsch, an individual, solely in his capacity as representative for the Company Shareholders’, the Swiss HoldCo Shareholders’ and the Management Shareholders (the “ Shareholder Representative ”), and, solely for purposes of Section 11.3 of the Business Combination Agreement, Douglas Ward (“ Ward ”). Pursuant to the terms of the Business Combination Agreement, Axiom Intelligence Holdings 1,LLC, a Delaware limited liability company (“ Sponsor ”), will form a public limited company organized under the Laws of Switzerland (“ PubCo ”), and PubCo will form an exempted company limited by shares incorporated under the laws of the Cayman Islands, to be a direct wholly owned subsidiary of PubCo (“ Merger Sub ” and, together with PubCo each, individually, an “ Acquisition Entity ”). Following the formation of each Acquisition Entity, each such Acquisition Entity will enter into a joinder to the Business Combination Agreement, in form and substance satisfactory to SPAC and the Company. The Business Combination Agreement and the transactions contemplated thereby were recommended by the special committee of board of directors of the SPAC and were unanimously approved by the boards of directors of each of SPAC and the Company. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Business Combination Agreement. The Business Combination The Business Combination Agreement provides for, among other things, the following transactions: (i) prior to the Initial Closing, the shareholders of the Company will form a company limited by shares organized under the laws of Switzerland (“ Swiss HoldCo ”), and the Company Shareholders will contribute their Company Shares into Swiss HoldCo (the “ Swiss HoldCo Contribution ”) such that the Company becomes a subsidiary of Swiss HoldCo; (ii) SPAC will merge with and into Merger Sub, with Merger Sub as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly owned subsidiary of PubCo (the “ Initial Merger ”); and (iii) not earlier than one Business Day following the Initial Merger, Swiss HoldCo will merge with and into PubCo, with PubCo as the surviving entity in the merger (the “ Acquisition Merger ”). The Initial Merger, the Acquisition Merger and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “ Business Combination ”. The Business Combination is expected to close following the receipt of the required approval by SPAC’s shareholders and the fulfillment of other customary closing conditions. Business Combination and Earnout Consideration In accordance with the terms and subject to the conditions of the Business Combination Agreement, (i) immediately prior to the Initial Merger, every ten (10) SPAC Rights will be converted into one (1) SPAC Class A Ordinary Share; provided, that no fraction of a SPAC Class A Ordinary Share will be issued, and each person who would otherwise be entitled to a fraction of a SPAC Class A Ordinary Share shall instead have the number of SPAC Class A Ordinary Shares issued to such person rounded down in the aggregate to the nearest whole SPAC Class A Ordinary Share; (ii) each issued and outstanding SPAC Ordinary Share, including the new shares issued in conversion with the SPAC Rights, will be cancelled and exchanged for one PubCo Ordinary Share; and (iii) each Swiss HoldCo ordinary share issued and outstanding immediately prior to the Acquisition Merger will be cancelled and exchanged for the right to receive a number of newly issued PubCo Ordinary Shares equal to the Exchange Ratio (as defined in the Business Combination Agreement). In addition to the consideration described above, the Swiss HoldCo Shareholders (including the holders of Assumed Virtual Share Awards) shall have the right to receive an aggregate of up to 50,000,000 additional PubCo Ordinary Shares (the “ Swiss HoldCo Earnout Shares ”), and certain management shareholders (or their respective nominees) shall have the right to receive an aggregate of up to 25,000,000 additional PubCo Ordinary Shares (the “ Management Earnout Shares ” and, together with the Swiss HoldCo Earnout Shares, the “ Earnout Shares ”), in each case in accordance with Section 2.7 of the Business Combination Agreement. The Earnout Shares shall be issuable in three tranches upon the satisfaction of the following conditions during the eight-year period commencing on the Acquisition Closing Date: (x) 25,000,000 Earnout Shares upon the 30-day VWAP of the PubCo Ordinary Shares equaling or exceeding $12.50; (y) 25,000,000 Earnout Shares upon the 30-day VWAP equaling or exceeding $15.00; and (z) 25,000,000 Earnout Shares upon the 30-day VWAP equaling or exceeding $17.50. Vesting of all outstanding Earnout Shares shall accelerate upon a Change of Control of PubCo, pursuant to which the consideration payable per share e