AXIOM INTELLIGENCE AC CORP 1 SEC Filings

Axiom Intelligence Acquisition Corp 1 is a Cayman Islands blank‑check company formed to complete a business combination in the European infrastructure industry. The company completed an initial public offering that raised gross proceeds of $200,000,000 and placed $200,181,454 in a U.S. trust invested in cash and money market funds to be used for an initial Business Combination. The trust generated $181,454 of interest during the period, producing net income of $74,168 for the quarter ended June 30, 2025, while year‑to‑date through June 30, 2025 the company recorded a net loss of $10,270 due to pre‑combination costs.

The company had no operating revenues or operations as of June 30, 2025 and held a working capital deficit of $892,615 outside the trust. Related‑party funding and timing issues produced a $2,000,000 share subscription receivable that was settled on August 4, 2025. The capital structure includes 20,000,000 Public Units subject to redemption, 600,000 Private Placement Units, 6,666,667 Founder (Class B) shares, and an $8,000,000 deferred underwriting fee payable upon closing of an initial Business Combination. Management has a 24‑month Combination Period to complete a transaction.

AQR Capital Management and affiliated entities report beneficial ownership of 1,200,000 Class A ordinary shares of Axiom Intelligence Acquisition Corp 1, representing 5.83% of the class. The filing states that the reporting persons have shared voting power of 1,200,000 shares and shared dispositive power of 1,200,000 shares, and that none of the reporting persons hold sole voting or sole dispositive power over these shares.

The statement affirms the holdings were acquired and are held in the ordinary course of business and are not held for the purpose of changing or influencing control of the issuer. The filing also discloses that AQR Capital Management, LLC is wholly owned by AQR Capital Management Holdings, LLC, and AQR Arbitrage, LLC is deemed to be controlled by AQR Capital Management, LLC.

Axiom Intelligence Acquisition Corp 1 (Nasdaq: AXINU) filed a Form 8-K announcing the closing of its $200 million initial public offering on June 20, 2025. The company sold 20.0 million units at $10.00 each, including 2.5 million units from the partial exercise of the underwriters’ over-allotment option, and concurrently completed a $6.0 million private placement of 600,000 units.

The entire $200 million of gross proceeds—net of offering costs and including an $8.0 million deferred underwriting fee—was deposited into a U.S. trust account pending the SPAC’s initial business combination. Each unit contains one Class A ordinary share and a right convertible into one-tenth of a share upon a successful merger.

An audited balance sheet dated June 20, 2025 reflecting these transactions is provided as Exhibit 99.1.

Axiom Intelligence Holdings 1 LLC reported significant insider transactions in Axiom Intelligence Acquisition Corp 1 (AXINU) through Form 4 filings. The transactions include the purchase of 400,000 private placement units at $10 per unit, with each unit containing one Class A ordinary share and one right. Additionally, 41,666 Class B ordinary shares were returned and cancelled due to underwriters' over-allotment option not being fully exercised. The filing involves three reporting persons: Axiom Intelligence Holdings 1 LLC (Sponsor), Richard H. Dodd (Executive Chairman), and Douglas Ward (CEO).

Axiom Intelligence Acquisition Corp 1 has completed its initial public offering (IPO), raising $200 million through the sale of 20 million units at $10.00 per unit, including 2.5 million units from partial exercise of the overallotment option. Each unit comprises one Class A ordinary share and one right to receive one-tenth of a Class A ordinary share upon business combination.

Key developments include:

• Simultaneous private placement of 600,000 units raising additional $6 million
• $200 million placed in trust account (including $8 million deferred underwriting fees)
• Appointment of three new directors: Dr. Claire Handby, Steven Leighton, and Christopher Ellis to board and committees
• Company has 24 months to complete initial business combination
• Filed amended and restated memorandum and articles of association

The SPAC trades on Nasdaq under symbols AXINU (units), AXIN (shares), and AXINR (rights). The company qualifies as an emerging growth company.

Axiom Intelligence Acquisition Corp 1 has filed for a $175 million IPO, offering 17.5 million units at $10.00 each. Each unit consists of one Class A ordinary share and one right to receive one-tenth of a Class A ordinary share upon business combination completion.

Key offering details:

• Focus on European infrastructure industry targets
• Sponsor Axiom Intelligence Holdings 1 and underwriters committed to purchase 550,000 private placement units at $10.00 each
• Four institutional investors expressed interest to indirectly purchase 250,000 private placement units
• 24-month timeline to complete business combination
• Public shareholders have redemption rights up to 15% of shares

Notable features include founder shares conversion rights with anti-dilution protection and potential dilution risks for public shareholders. The sponsor acquired 6.7 million Class B shares at nominal price ($0.004 per share), which will convert to Class A shares at business combination, representing significant ownership concentration.