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) |
| |
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| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ |
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 |
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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.
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 obtain or maintain the listing of securities of PubCo, a to-be-formed public limited company organized
under the Laws of Switzerland, (“PubCo”) on Nasdaq following the Business Combination; failure to realize the
anticipated benefits of the Business Combination; risk relating to the uncertainty of the projected financial information with
respect to the Company; the amount of redemption requests made by SPAC’s shareholders and the amount of funds available in the
SPAC trust account; the overall level of demand for the Company’s products and services; general economic conditions and other
factors affecting the Company’s business; the Company’s ability to implement its business strategy; the Company’s
ability to manage expenses; changes in applicable laws and governmental regulation and the impact of such changes on the
Company’s business; the Company’s exposure to litigation claims and other loss contingencies; the risks associated with
negative press or reputational harm; the Company’s ability to protect patents, trademarks and other intellectual property
rights; any breaches of, or interruptions in, the Company’s technology infrastructure; changes in tax laws and liabilities;
and changes in legal, regulatory, political and economic risks and the impact of such changes on the Company’s business, risks
related to the Company’s ability to develop, commercialize and scale its quantum computing, quantum security and AI-driven
optimization solutions; risks related to the emerging and evolving nature of the quantum technology industry, including uncertainty
regarding market adoption, technological feasibility and customer demand; risks related to rapid technological change, competition
and evolving industry standards; and risks related to reliance on key personnel, scientific talent, strategic partners, and
third-party infrastructure providers, and other risks and uncertainties described in the SPAC’s filings with the SEC,
including under the heading “Risk Factors” in SPAC’s Annual Report on Form 10-K and subsequent filings with the
SEC. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and
uncertainties described in the “Risk Factors” section of PubCo’s Registration Statement on Form F-4 (the
“Registration Statement”), the proxy statement/prospectus discussed below and other documents filed by PubCo or SPAC
from time to time with the U.S. Securities and Exchange Commission (the “SEC”). These filings identify and address other
important risks and uncertainties that could cause actual events and results to differ materially from those contained in the
forward-looking statements. In addition, there may be additional risks that neither SPAC nor the Company presently know, or that
SPAC or the Company currently believe are immaterial, that could also cause actual results to differ from those contained in the
forward-looking statements. Forward-looking statements reflect SPAC’s and the Company’s expectations, plans, projections
or forecasts of future events and view. If any of the risks materialize or SPAC’s or the Company’s assumptions prove
incorrect, actual results could differ materially from the results implied by these forward-looking statements.
Forward-looking statements
speak only as of the date they are made. SPAC and the Company anticipate that subsequent events and developments may cause their assessments
to change. However, while PubCo, SPAC and the Company may elect to update these forward-looking statements at some point in the future,
PubCo, SPAC and the Company specifically disclaim any obligation to do so, except as required by law. The inclusion of any statement in
this document does not constitute an admission by the Company nor SPAC or any other person that the events or circumstances described
in such statement are material. These forward-looking statements should not be relied upon as representing SPAC’s or the Company’s
assessments as of any date subsequent to the date of this document. Accordingly, undue reliance should not be placed upon the forward-looking
statements. In addition, the analyses of the Company and SPAC contained herein are not, and do not purport to be, appraisals of the securities,
assets or business of the Company, SPAC or any other entity.
Important Information About the Proposed Business
Combination and Where to Find It
This Communication relates
to a proposed Business Combination between the Company and SPAC. This document does not constitute an offer to sell or exchange, or the
solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such
offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The
proposed Business Combination will be submitted to the shareholders of the Company and SPAC for their consideration.
PubCo intends to file the Registration Statement with the SEC which will include preliminary and definitive proxy statements
to be distributed to SPAC’s shareholders in connection with SPAC’s solicitation for proxies for the vote by SPAC’s shareholders
in connection with the proposed Business Combination and other matters as described in the Registration Statement, as well as the prospectus
relating to the offer of the securities to be issued to the Swiss HoldCo shareholders in connection with the completion of the proposed
Business Combination. SPAC and PubCo also will file other documents regarding the proposed Business Combination with the SEC.
After the Registration Statement
has been filed and declared effective, SPAC will mail a definitive proxy statement and other relevant documents to its shareholders as
of the record date established for voting on the proposed Business Combination. This Communication is not a substitute for the Registration
Statement, the definitive proxy statement/prospectus or any other document that SPAC will send to its shareholders in connection with
the Business Combination. SPAC’s shareholders and other interested persons are advised to read, once available, the preliminary
proxy statement/prospectus and any amendments thereto and, once available, the definitive proxy statement/prospectus, in connection with
SPAC’s solicitation of proxies for its special meeting of shareholders to be held to approve, among other things, the proposed transactions,
because these documents will contain important information about SPAC, PubCo, the Company and the proposed Business Combination. Shareholders
and investors may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents filed
with the SEC regarding the proposed transactions and other documents filed with the SEC by SPAC, without charge, at the SEC’s website
located at www.sec.gov or by directing a request to SPAC. The information contained on, or that may be accessed through, the websites
referenced in this document is not incorporated by reference into, and is not a part of, this document.
INVESTMENT IN ANY SECURITIES
DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR
ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
Participants in the Solicitation
SPAC, PubCo and the Company
and certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed
to be participants in the solicitations of proxies from SPAC’s shareholders in connection with the proposed transactions. Information
regarding the persons who may, under SEC rules, be deemed participants in the solicitation of SPAC’s shareholders in connection
with the proposed transactions will be set forth in PubCo’s proxy statement/prospectus when it is filed with the SEC. You can find
more information about SPAC’s directors and executive officers in SPAC’s final prospectus filed with the SEC on June 18, 2025,
as well as in the SPAC’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. Additional information regarding the participants in the proxy solicitation and a description of their direct
and indirect interests will be included in the proxy statement/prospectus when it becomes available. Shareholders, potential investors
and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or
investment decisions. You may obtain free copies of these documents from the sources indicated above.
No Offer or Solicitation
This Communication is for
informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to
the proposed Business Combination or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation
or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. 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.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are
being filed herewith:
(d) Exhibits
| Exhibit Number |
|
Description |
| 99.1 |
|
Investor Presentation, dated June 9, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: June 9, 2026
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AXIOM INTELLIGENCE ACQUISITION CORP 1 |
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By: |
/s/ Richard H. Dodd |
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Name: |
Richard H. Dodd |
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Title: |
Executive Chairman |
