Axiom Intelligence Acquisition Corp 1

false 0002057030 0002057030 2026-06-09 2026-06-09 0002057030 AXIN:UnitsEachConsistingOfOneClassOrdinaryShareAndOneRightMember 2026-06-09 2026-06-09 0002057030 AXIN:ClassOrdinarySharesParValue0.0001PerShareMember 2026-06-09 2026-06-09 0002057030 AXIN:RightsEachRightEntitlingHolderToReceiveOnetenth110OfOneClassOrdinaryShareMember 2026-06-09 2026-06-09 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): June 9, 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 7.01 Regulation FD Disclosure. As previously disclosed, on May 25, 2026, Axiom Intelligence Acquisition Corp 1, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Axiom” or “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, and, solely for purposes of Section 11.3 of the Business Combination Agreement, Douglas Ward. The SPAC and the Company expect to use the presentation attached to this Current Report on Form 8-K as Exhibit 99.1 (the “Investor Deck Presentation”) and incorporated herein by reference, in whole or in part, and possibly with modifications, in connection with presentations to investors, analysts and others. The information contained in the Investor Deck Presentation is summary information that is intended to be considered in the context of Axiom’s and the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements that Axiom and the Company may make, by press release or otherwise, from time to time. Axiom and the Company undertake no duty or obligation to publicly update or revise the information contained in this report, except as required by law although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure. The information contained in this Item 7.01 (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information contained in this Item 7.01 (including Exhibit 99.1) shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing. Forward-Looking Statements This Current Report on Form 8-K, including the description of the transactions, agreements, and other information contained herein and the exhibits hereto (collectively, this “Communication”) includes “forward-looking statements” within the meaning of the federal securities laws with respect to the proposed mergers and other transactions contemplated by the Business Combination Agreement, (the “Business Combination”). All statements other than statements of historical fact contained in this Communication, including, but not limited to, statements as to future results of operations and financial position, planned products and services, business strategy and plans, objectives of management for future operations of the Company, market size and growth opportunities, competitive position, technological and market trends and the potential benefits and expectations related to the terms and timing of the proposed Business Combination, are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast” or other similar expressions. All forward-looking statements are based upon estimates and forecasts and reflect the views, assumptions, expectations, and opinions of SPAC and the Company, which are all subject to change due to various factors. Any such estimates, assumptions, expectations, forecasts, views or opinions, whether or not identified in this Communication, should be regarded as indicative, preliminary and for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. 1 The forward-looking statements contained in this Communication are subject to a number of factors, risks and uncertainties. Potential risks and uncertainties that could cause the actual results to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, changes in domestic and foreign business, market, financial, political and legal conditions; the timing and structure of the Business Combination; changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations; the inability of the parties to successfully or timely consummate the Business Combination and the other transactions in connection therewith, including as a result of any regulatory approvals that are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Business Combination or that the approval of the shareholders of SPAC or the Company is not obtained; the risk that the Business Combination disrupts current plans and operations of SPAC or the Company as a result of the announcement and consummation of the Business Combination; the ability of the Company to grow and manage growth profitably and retain its key employees; the inability to