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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 26, 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) |
|
(IRS Employer
Identification No.) |
89 Nexus Way, Camana
Bay,
Grand Cayman, KY1-9009
Cayman Island
(Address of principal
executive offices, including zip code)
Registrant’s telephone
number, including area code: +44 20 3973 7928
Berkeley Square House, 2nd Floor
Berkeley
Square
London W1J 6BD
United Kingdom
(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)) |
Securities registered pursuant to Section
12(b) of the Act:
| 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 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
On May 26, 2026, Axiom Intelligence
Acquisition Corp 1., a Cayman Islands exempted company (“SPAC” or “Axiom”), and Terra
Quantum AG, a company limited by shares, duly organized, validly existing, and in good standing under the laws of Switzerland (the “Company”
or “Terra Quantum”), issued a press release announcing that they had entered into a Business Combination Agreement
(as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”),
dated as of May 25, 2026, with Markus Pflitsch, an individual, solely in his capacity as representative for the Company’s Shareholders,
and Douglas Ward, an individual, solely in his capacity as representative for the SPAC’s Shareholders. Pursuant to the terms of
the Business Combination Agreement, Axiom Intelligence Holdings 1, LLC, a Delaware limited liability company (the “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”
and, collectively, the “Acquisition Entities”). Following the formation of each Acquisition Entity, each such
Acquisition Entity shall enter into a joinder to the Business Combination Agreement, in form and substance satisfactory to SPAC. As a
result of the mergers and the other transactions contemplated by the Business Combination Agreement (the “Transactions”),
SPAC and the Company will become wholly owned subsidiaries of PubCo, subject to the terms and conditions set forth in the Business Combination
Agreement, and PubCo will become a publicly traded company. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
The information in this Item
7.01, including Exhibit 99.1 attached hereto, will 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, nor be
deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”),
or the Exchange Act, except as expressly set forth by specific reference in such filing.
Additional Information and Where to Find It
In connection with the proposed business combination,
PubCo and Terra Quantum intend to file with the Securities and Exchange Commission (the “SEC”) a registration
statement on Form F-4 (as amended or supplemented from time to time, the “Registration Statement”), which
will include a proxy statement/prospectus relating to the proposed business combination. This Current Report on Form 8-K does not contain
all of the information that should be considered concerning the Business Combination and is not intended to form the basis of any investment
decision or any other decision in respect of the Business Combination. INVESTORS AND SHAREHOLDERS OF AXIOM AND OTHER INTERESTED PARTIES 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 shareholders of Axiom as of a record date to be established for voting on the proposed business
combination and related matters.
Investors
and shareholders 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, PubCo 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 shareholders 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 Island, Attention: Richard Dodd, Executive Chairman/Doug Ward, Chief Executive
Officer, or by visiting Axiom’s website at https://www.aiac1.com/.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY
AGENCY HAS APPROVED OR DISAPPROVED THE BUSINESS COMBINATION DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION
OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS CURRENT REPORT ON FORM 8-K. ANY REPRESENTATION
TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Participants in the Solicitation
Axiom, Terra Quantum, PubCo, and their respective
directors and executive officers may be deemed participants in the solicitation of proxies from the shareholders of Axiom in connection
with the proposed business combination. Investors and shareholders 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 shareholders 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, including the final prospectus for Axiom’s initial public offering filed with the SEC
on June 18, 2025 (the “IPO Prospectus”).
No Offer or Solicitation
This Current Report on Form 8-K and the information
contained herein is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization
with respect to any securities or in respect of the potential transactions and shall not constitute an offer to sell or exchange, or a
solicitation of an offer to buy or exchange the securities of Axiom, Terra Quantum or PubCo, or any commodity or instrument or related
derivative of Axiom, Terra Quantum or PubCo, nor shall there be any sale of any such securities, commodities, instruments or related derivatives
in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification
under the securities laws of such state or jurisdiction. No offer of securities, commodities, instruments or derivatives shall be made
except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with
their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking
statements” within the meaning of the 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. 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’s 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; (ii) the outcome of any legal proceedings that may be instituted against Axiom, Terra Quantum, PubCo 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 shareholders 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 SEC may object to 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 Current Report on Form 8-K 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.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated May 26, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
| |
AXIOM INTELLIGENCE ACQUISITION CORP 1 |
| |
|
|
| |
By: |
/s/ Douglas Ward |
| |
|
Name: |
Douglas Ward |
| |
|
Title: |
Chief Executive Officer |
| |
|
|
| Dated: May 26, 2026 |
|
|
Exhibit 99.1
Terra Quantum and Axiom Intelligence Acquisition
Corp 1 Announce Definitive Business Combination Agreement at a $3.5 Billion Equity Valuation
| ● | Combined Company Expected to Trade on Nasdaq Under Ticker
Symbol “TQ” |
| ● | Transaction Positions Terra Quantum to Accelerate Global
Expansion and Further Strengthen Its Leadership in Quantum Technologies and AI-Driven Optimization |
St. Gallen, Switzerland and New York, NY – May 26, 2026 –
Terra Quantum AG (“Terra Quantum” or the “Company”), a global leader in quantum technologies, quantum security,
and AI-driven optimization solutions, and Axiom Intelligence Acquisition Corp 1 (“Axiom”, NASDAQ: AXINU), a publicly traded
special purpose acquisition company, today announced the execution of a definitive Business Combination Agreement (“BCA”)
that will result in Terra Quantum becoming a publicly listed company.
Upon completion of the transaction, the combined company will operate
under the Terra Quantum name and is expected to trade on the Nasdaq Stock Market under the ticker symbol “TQ.”
The transaction values Terra Quantum at an equity value of approximately
$3.5 billion, representing an increase from the valuation contemplated under the Company’s previously announced non-binding letter
of intent with another special purpose acquisition company. The enhanced valuation reflects Terra Quantum’s continued commercial
growth, expanding strategic partnerships, and ongoing development of its quantum technology platforms.
Headquartered in St. Gallen, Terra Quantum has established itself as
a leading quantum technology company through its unique combination of proprietary quantum algorithms, quantum security solutions, hybrid
quantum-classical computing technologies, and enterprise-grade software platforms. The Company serves customers across financial services,
manufacturing, pharmaceuticals, logistics, energy, government, and defense sectors, helping organizations solve computationally intensive
problems that were previously impractical or impossible to address using conventional approaches.
Building the World’s Leading Quantum Technology Platform
Terra Quantum’s mission is to accelerate the practical adoption
of quantum technologies by delivering measurable business outcomes today while preparing enterprises for the quantum-powered future.
Unlike many participants in the sector that remain focused primarily
on hardware development, Terra Quantum has built a comprehensive technology stack that combines quantum computing, quantum-inspired optimization,
artificial intelligence, and quantum cybersecurity into a unified platform capable of generating immediate commercial value. This approach
has enabled the Company to establish a growing global footprint and position itself at the forefront of one of the most transformative
technological shifts of the twenty-first century.
As governments and enterprises increasingly prioritize investments
in advanced computing and secure digital infrastructure, Terra Quantum believes it is uniquely positioned to capitalize on the massive
market opportunity expected to develop over the coming decades.
Management Commentary
“Today’s announcement marks a new chapter for Terra Quantum
and validates the vision we established when we founded the company,” said Markus Pflitsch, Founder and Chief Executive Officer
of Terra Quantum. “Over the past several years, we have assembled a highly experienced team in quantum technology, developed a world-class
portfolio of intellectual property, and demonstrated that quantum technologies can deliver real-world business value today. Becoming a
publicly traded company will provide us with enhanced resources and visibility to accelerate innovation, expand globally, and further
strengthen our position as a market leader in the quantum industry.”
Pflitsch continued: “We believe quantum computing will fundamentally
reshape industries, economies, and national competitiveness over the coming decades. Terra Quantum believes it is uniquely positioned
to lead this transformation through our technology platform, commercial focus, and commitment to making quantum solutions accessible and
impactful for enterprises worldwide.”
“Axiom was formed to partner with an exceptional company that
is defining the future of an important industry,” said Doug Ward, Chief Executive Officer of Axiom. “Following extensive diligence,
we believe Terra Quantum stands apart as one of the most advanced and commercially focused quantum technology companies globally. Its
combination of scientific excellence, proprietary technology, enterprise adoption, and visionary leadership, coupled with a strong track
record of building and scaling DeepTech companies, creates a compelling platform for long-term value creation. We are excited to support
Terra Quantum as a publicly traded company.”
Dr. Florian Neukart, Chief Technology Officer of Terra Quantum, added:
“Our technology platform represents years of pioneering research and development by a highly experienced team of quantum scientists.
By becoming a public company, we expect to have enhanced resources to continue pushing the boundaries of what is possible with quantum
computing while delivering practical solutions that create measurable value for our enterprise customers today. We are entering an exciting
new phase of growth and innovation.”
Transaction Overview
The boards of directors of both Terra Quantum and Axiom have unanimously
approved the proposed transaction.
Following the closing of the business combination, the combined company
will continue to be led by Terra Quantum’s existing management team, including Markus Pflitsch (Founder & CEO), Dr. Eike Marx
(CFO and Chief Strategic Officer) and Dr. Florian Neukart (CTO).
The combined company is expected to remain headquartered in St. Gallen,
Switzerland, while continuing to expand its international operations and strategic presence in key global markets.
Transaction Structure and Pro Forma Ownership
The proposed business combination values Terra Quantum at an implied
pro forma enterprise value of approximately $3.6 billion, assuming no redemptions by Axiom’s public stockholders.
Existing Terra Quantum shareholders are expected to roll 100% of their
equity into the combined company. Upon closing, existing Terra Quantum shareholders are expected to own approximately 92% of the combined
company, and Axiom’s public stockholders and sponsor are expected to own approximately 8%, in each case assuming no redemptions
by Axiom’s public stockholders and excluding the impact of any additional financing.
Based on the funds in the trust account at the time of the IPO, the
transaction is expected to deliver up to approximately $190 million of gross proceeds to the combined company, assuming no redemptions
by Axiom’s public stockholders, and without taking into account transaction expenses. The parties may also seek to raise additional
capital through a private placement of equity securities (“PIPE”) or other financing arrangements in connection with the closing
of the business combination.
The transaction is expected to provide Terra Quantum with access to
the public capital markets and additional financial flexibility to support:
| ● | Continued investment in research and development; |
| ● | Expansion of enterprise sales and customer success capabilities; |
| ● | Strategic acquisitions and partnerships; |
| ● | Growth of its quantum security and quantum computing platforms;
and |
| ● | Geographic expansion across North America, Europe, the Middle
East, and Asia-Pacific. |
The transaction is targeted to close in the second half of 2026, subject
to, among other things: (i) approval by Axiom’s stockholders; (ii) the effectiveness of the Registration Statement to be filed with
the SEC; (iii) the satisfaction of customary closing conditions set forth in the Business Combination Agreement; (iv) the receipt of required
regulatory approvals; and (v) the approval of the listing of the combined company’s securities on the Nasdaq Stock Market. There
can be no assurance that the parties will be able to satisfy these conditions or complete the proposed business combination on the anticipated
timeline, or at all.
Additional information regarding the transaction will be included in
a registration statement and proxy materials to be filed with the U.S. Securities and Exchange Commission (“SEC”).
Investment Highlights
Terra Quantum believes the proposed business combination presents a
compelling investment opportunity based on the following key factors:
| ● | Differentiated Technology Platform: Terra Quantum has established
itself as a quantum technology company with a differentiated platform spanning quantum computing, quantum security, and AI-driven optimization. |
| ● | Proven Commercial Traction: The Company has demonstrated
the ability to generate revenue from enterprise customers across multiple verticals, including financial services, manufacturing, pharmaceuticals,
logistics, energy, government, and defense. |
| ● | Significant Addressable Market: The global quantum computing
market is projected to grow substantially over the coming decades as enterprises increasingly adopt quantum solutions for optimization,
simulation, machine learning, and cybersecurity applications. |
| ● | Proprietary Technology and Intellectual Property: Terra Quantum
has developed a robust portfolio of proprietary quantum algorithms, software platforms, and intellectual property that provides significant
competitive advantages and barriers to entry. |
| ● | Experienced Team: Terra Quantum has assembled a team of scientists,
engineers, and business professionals, including leading experts in quantum physics, computer science, and enterprise software. |
| ● | Clear Path to Value Creation: The transaction is expected
to provide Terra Quantum with access to the public capital markets and the financial resources necessary to accelerate growth initiatives,
expand its global footprint, and pursue strategic opportunities. |
Advisors
Cohen & Company Capital Markets, a division of Cohen & Company
Securities, LLC, is serving as exclusive financial and capital markets advisor to Terra Quantum. Heussen Rechtsanwaltsgesellschaft mbH,
together with Kellerhals Carrard, Winston & Strawn LLP, and Niedermann Rechtsanwälte, are serving as legal counsel to Terra Quantum.
Ellenoff Grossman & Schole LLP together with Bratschi are serving
as legal counsel for Axiom.
About Terra Quantum
Terra Quantum is a global quantum technology company focused on developing
and commercializing quantum computing, quantum security, and AI-driven optimization solutions. The Company combines cutting-edge scientific
research with enterprise-grade software products to help organizations solve complex computational challenges, improve decision-making,
and prepare for the quantum future. Headquartered in St. Gallen, Switzerland, Terra Quantum serves customers and partners across multiple
industries worldwide.
About Axiom Intelligence Acquisition Corp 1
Axiom is a publicly traded special purpose acquisition company formed
for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination
with one or more businesses.
Contacts
Terra Quantum AG
Victoria Jodl
Global Head of Communications | Director
E-Mail: vj@terraquantum.swiss
Phone: +41 79 8131588
Axiom Intelligence Acquisition Corp 1
Richard Dodd, Executive Chairman / Doug Ward, Chief Executive Officer
contact@aiac1.com
89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009 Cayman Island
Important 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 with the SEC a registration statement on Form F-4 (the “Registration Statement”) 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.
Forward-Looking Statements
This communication contains “forward-looking statements”
within the meaning of the 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. 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’s 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;
(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 SEC may object to 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.
