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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): June 17, 2025
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.) |
Berkeley
Square House, 2nd Floor
Berkeley Square
London W1J 6BD
United Kingdom
(Address of principal
executive offices, including zip code)
Registrant’s
telephone number, including area code: +44 20 3973 7928
Not Applicable
(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 1.01. Entry into a Material
Definitive Agreement.
On
June 20, 2025, Axiom Intelligence Acquisition Corp 1 (the “Company”) consummated its initial public offering (“IPO”)
of 20,000,000 units (the “Units”), including 2,500,000 units sold pursuant to the partial exercise of the underwriters’
over-allotment option. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $200,000,000. Each
Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and
one right to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of the Company’s initial business combination
(each, a “Share Right”).
In
connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s
registration statement on Form S-1 (File No. 333-287279) for the IPO, initially filed with the U.S. Securities and Exchange Commission
(the “Commission”) on May 14, 2025 (as amended, the “Registration Statement”):
| ● | An Underwriting Agreement,
dated June 17, 2025, by and among the Company, Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”),
and Seaport Global Securities LLC (“Seaport”), as representatives of the several underwriters, a copy of which is attached
as Exhibit 1.1 hereto and incorporated herein by reference. |
| ● | A Share Rights Agreement, dated
June 17, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent, a copy of which is attached
as Exhibit 4.1 hereto and incorporated herein by reference. |
| ● | An Investment Management Trust
Agreement, dated June 17, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of
which is attached as Exhibit 10.1 hereto and incorporated herein by reference. |
| ● | A Registration Rights Agreement,
dated June 17, 2025, by and among the Company, Axiom Intelligence Holdings 1 LLC (the “Sponsor”), CCM and Seaport, as representatives
of the several underwriters, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. |
| ● | A Private Placement Units Purchase
Agreement, dated June 17, 2025 (the “Sponsor Private Placement Units Purchase Agreement”), by and between the Company and
the Sponsor, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. |
| ● | A Private Placement Units Purchase
Agreement, dated June 17, 2025 (the “Representatives’ Private Placement Units Purchase Agreement”), by and among the
Company, CCM and Seaport, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. |
| ● | A Letter Agreement, dated June
17, 2025, by and among the Company, its officers, its directors and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and
incorporated herein by reference. |
| ● | An Administrative Services Agreement, dated June 17, 2025,
by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference. |
| ● | Indemnity Agreements, dated
June 17, 2025, by and among the Company and each director and officer of the Company, a form of which is attached as Exhibit 10.7 hereto
and incorporated herein by reference. |
Item 3.02. Unregistered Sales of
Equity Securities.
Simultaneously
with the closing of the IPO, pursuant to the Sponsor Private Placement Units Purchase Agreement and the Representatives’ Private
Placement Units Purchase Agreement, the Company completed the private sale of an aggregate of 600,000 units (the “Private Placement
Units”) to the Sponsor, CCM and Seaport at a price of $10.00 per Private Placement Unit for an aggregate purchase price of $6,000,000.
The Private Placement Units (and underlying securities) are identical to the Units sold in the IPO, except as otherwise disclosed in the
Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement
Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
June 17, 2025, in connection with the IPO, Dr. Claire Handby, Steven Leighton and Christopher Ellis (collectively, the “Directors”)
were appointed to the board of directors of the Company (the “Board”). Effective June 17, 2025, each of Dr. Handby, Mr. Leighton
and Mr. Ellis was appointed to the Board’s Audit Committee, with Mr. Ellis serving as chair of the Audit Committee. Each
of Dr. Handby, Mr. Leighton and Mr. Ellis was also appointed to the Board’s Compensation Committee, with Dr. Handby
serving as chair of the Compensation Committee.
On
June 17, 2025, the Company entered into indemnity agreements with each of the Directors and executive officers, which require the Company
to indemnify each of them to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding
against them as to which they could be indemnified. The foregoing summary of the indemnity agreements does not purport to be complete
and is subject to, and qualified in its entirety by, the full text of the form of indemnity agreement, which is filed as Exhibit 10.7
to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.03.
Amendments to the Amended and Restated Memorandum and Articles of Association; Change in Fiscal Year.
In
connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended and Restated
Memorandum and Articles of Association”) with the Cayman Islands Registrar of Companies, which was effective on June 18, 2025. The
terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are incorporated
herein by reference. A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto
and incorporated herein by reference.
Item 8.01. Other Events.
A
total of $200,000,000 of the proceeds from the IPO and the sale of the Private Placement Units (which amount includes $8,000,000 of the
underwriters’ deferred underwriting commissions) was placed in a U.S.-based trust account maintained by Continental Stock Transfer
& Trust Company, acting as trustee, with the remaining $2,000,000 of proceeds from the Private Placement Units going to the Company’s
working capital account (a portion of which will be used to pay offering expenses). Except with respect to interest earned on the funds
in the trust account that may be released to the Company to pay its taxes and up to $100,000 for dissolution expenses, the funds held
in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial
business combination, (ii) the redemption of the Company’s public shares if it is unable to complete its initial business combination
within 24 months from the closing of the IPO (or by such earlier liquidation date as the Company’s board of directors may approve),
subject to applicable law, and (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder
vote to amend the Company’s Amended and Restated Memorandum and Articles of Association to modify the substance or timing of its
obligation to redeem 100% of the Company’s public shares if it has not consummated an initial business combination within 24 months
from the closing of the IPO or with respect to any other material provisions relating to shareholders’ rights or pre-initial business
combination activity.
On
June 17, 2025, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1
to this Current Report on Form 8-K.
On
June 20, 2025, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2
to this Current Report on Form 8-K.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits
The
following exhibits are being filed herewith:
| Exhibit
No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated June 17, 2025, among the Company, CCM and Seaport, as representatives of the several underwriters. |
| |
|
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association of the Company. |
| |
|
| 4.1 |
|
Share Rights Agreement, dated June 17, 2025, by and between the Company and Continental Stock Transfer & Trust Company. |
| |
|
| 10.1 |
|
Investment Management Trust Agreement, dated June 17, 2025, by and between the Company and Continental Stock Transfer & Trust Company. |
| |
|
| 10.2 |
|
Registration Rights Agreement, dated June 17, 2025, by and among the Company, the Sponsor, CCM and Seaport, as representatives of the several underwriters. |
| |
|
| 10.3 |
|
Private Placement Units Purchase Agreement, dated June 17, 2025, between the Company and the Sponsor. |
| |
|
|
| 10.4 |
|
Private Placement Units Purchase Agreement, dated June 17, 2025, between the Company, CCM and Seaport. |
| |
|
|
| 10.5 |
|
Letter Agreement, dated June 17, 2025, by and among the Company, the Sponsor and each of the officers and directors of the Company. |
| |
|
|
| 10.6 |
|
Administrative Services Agreement, dated June 17, 2025, between the Company and the Sponsor. |
| |
|
| 10.7 |
|
Form of Indemnity Agreement. |
| |
|
|
| 99.1 |
|
Press Release, dated June 17, 2025. |
| |
|
| 99.2 |
|
Press Release, dated June 20, 2025. |
| |
|
| 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: June 24, 2025 |
|
|
