Filed by Axiom Intelligence Acquisition Corp
1
Pursuant to Rule 425 under the Securities Act
of 1933
And deemed filed pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Axiom Intelligence Acquisition
Corp 1
(Commission File No. 001-42708)
LinkedIn Post
3.5 billion dollar valuation. German technology. Nasdaq instead of
Frankfurt.
This news should give pause for thought. In a conversation with ntv
Nachrichten, Markus Pflitsch explains why Terra Quantum AG wants to go public in the U.S. in the second half of the
year: More capital. Higher valuations. Greater openness to innovation.
This is more than a stock-exchange decision. It is a signal about Europe
as a business location. While Germany debates AI, robotics, and quantum computing, many of the most innovative technology companies are
seeking their growth capital in the United States.
How do we expect to become technology leaders if our future-oriented
companies have to go to America for their next stage of development?
FORWARD-LOOKING STATEMENTS
This communication contains “forward-looking statements”
within the meaning of “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as “believe,” “expect,” “anticipate,” “estimate,”
“plan,” “intend,” “project,” “target,” “outlook,” “may,” “will,”
“would,” “could,” “should,” or other similar words and expressions that predict or indicate future
events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not
forward-looking. These forward-looking statements include, but are not limited to, statements regarding the proposed business combination,
including the anticipated timing and benefits of the transaction, Terra Quantum AG’s (“Terra Quantum” or the “Company”)
future growth, financial performance, business strategy, market opportunities, and competitive position.
These forward-looking statements are based on current expectations,
estimates, forecasts, and projections, as well as the beliefs and assumptions of management as of the date of this communication, and
are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking
statements. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (i)
the occurrence of any event, change, or other circumstances that could give rise to the termination of the business combination agreement
by and between Axiom Intelligence Acquisition Corp 1 (“Axiom”) and Terra Quantum (the “Business Combination Agreement”);
(ii) the outcome of any legal proceedings that may be instituted against Axiom or Terra Quantum or their respective directors or officers
following the announcement of the proposed business combination; (iii) the inability to complete the proposed business combination due
to the failure to obtain approval of the stockholders of Axiom or other conditions to closing in the Business Combination Agreement; (iv)
the occurrence of any event, change, or other circumstance that could give rise to the failure to consummate the proposed business combination,
including the risk that the U.S. Securities and Exchange Commission (“SEC”) may object to the registration statement on Form
F-4 (the “Registration Statement”); (v) the receipt of an unsolicited offer from another party for an alternative business
transaction that could interfere with the proposed business combination; (vi) the risk that the proposed business combination disrupts
current plans and operations of Axiom or Terra Quantum as a result of the announcement and consummation of the proposed business combination;
(vii) costs related to the proposed business combination; (viii) changes in applicable laws or regulations; (ix) the possibility that
Axiom, Terra Quantum, or the combined company may be adversely affected by other economic, business, and/or competitive factors; (x) the
ability of the combined company to meet the Nasdaq Stock Market’s listing standards following the consummation of the proposed business
combination; (xi) the inability to realize the anticipated benefits of the proposed business combination, including due to failure to
successfully integrate the businesses; (xii) risks related to the uncertainty of the projected financial information with respect to Terra
Quantum; (xiii) risks related to Terra Quantum’s ability to develop, commercialize, and scale its quantum computing, quantum security,
and AI-driven optimization solutions; (xiv) risks related to the emerging and evolving nature of the quantum technology industry, including
uncertainty regarding market adoption, technological feasibility, and customer demand; (xv) risks related to Terra Quantum’s ability
to protect and maintain its intellectual property and proprietary technology; (xvi) risks related to rapid technological change, competition,
and evolving industry standards; (xvii) risks related to reliance on key personnel, scientific talent, strategic partners, and third-party
infrastructure providers; and (xviii) other risks and uncertainties described in Axiom’s filings with the SEC, including under the
heading “Risk Factors” in Axiom’s Annual Report on Form 10-K and subsequent filings with the SEC.
Nothing in this communication should be regarded as a representation
by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking
statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are
made. Neither Axiom nor Terra Quantum undertakes any duty to update these forward-looking statements, whether as a result of new information,
future events, or otherwise, except as may be required by applicable law.
Additional Information and Where to Find It
This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe
for or buy, any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor
shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
In connection with the proposed business combination, Axiom intends
to file a Registration Statement with the SEC that will include a proxy statement/prospectus relating to the proposed business combination.
INVESTORS AND STOCKHOLDERS OF AXIOM ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH
THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
BUSINESS COMBINATION. The definitive proxy statement/prospectus will be mailed to stockholders of Axiom as of a record date to be established
for voting on the proposed business combination and related matters.
Investors and stockholders will be able to obtain free copies of the
Registration Statement and the proxy statement/prospectus (when available) and other documents containing important information about
Axiom, Terra Quantum, and the proposed business combination, once such documents are filed with the SEC, through the website maintained
by the SEC at www.sec.gov. Investors and stockholders may also obtain copies of the documents filed with the SEC by Axiom free of charge
by directing a written request to: Axiom Intelligence Acquisition Corp 1, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009 Cayman Islands,
Attention: Richard Dodd, Executive Chairman / Doug Ward, Chief Executive Officer, or by visiting Axiom’s website at https://www.aiac1.com/.
Participants in the Solicitation
Axiom, Terra Quantum, and their respective directors and executive
officers may be deemed participants in the solicitation of proxies from the stockholders of Axiom in connection with the proposed business
combination. Investors and stockholders may obtain more detailed information regarding the names, affiliations, and interests of Axiom’s
directors and executive officers in Axiom’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed
with the SEC on March 25, 2026, and in subsequent filings with the SEC, including the proxy statement/prospectus relating to the proposed
business combination when it becomes available.
Information regarding the persons who may, under the rules of the SEC,
be deemed participants in the solicitation of proxies to Axiom’s stockholders in connection with the proposed business combination,
including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement/prospectus
when it is filed with the SEC. Information regarding Axiom’s directors and executive officers is contained in its filings with the
SEC.
No Offer or Solicitation
This communication relates to the proposed transaction and is neither
an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any
jurisdiction pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom, and otherwise in accordance with applicable law.
