[8-K] Axiom Intelligence Acquisition Corp 1 Units Reports Material Event

Rhea-AI Filing Summary

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.

Positive

• $200 million gross proceeds raised and deposited in trust, providing significant capital for a future acquisition
• Underwriters partially exercised the over-allotment option, indicating strong investor demand
• Sponsor and partners invested $6 million in private-placement units, closely aligning interests with public shareholders

Negative

• None.

Insights

Capital Markets Expert

TL;DR: $200 M trust funding gives the SPAC strong buying power.

The completed offering secures $200 million in cash, creating a sizeable war chest for a future acquisition without adding leverage. Partial over-allotment exercise signals healthy investor demand, while the $6 million sponsor/private-placement aligns incentives and helps cover deferred fees. The unit structure—share plus 0.1-share right—limits dilution versus warrant-heavy deals, enhancing post-merger equity quality. Overall, this event materially strengthens the company’s capital position and negotiating leverage.

Risk Analyst

TL;DR: Cash secured, but SPAC execution risk persists.

Although the trust is fully funded, shareholders still face typical SPAC uncertainties. The sponsor has up to two years to find a target; redemptions could substantially shrink usable cash. The 10% share rights introduce incremental dilution, and the $8 million deferred underwriting fee reduces net funds available post-merger. With no target announced, sector exposure and valuation remain unknown, leaving the overall impact neutral until a business combination is disclosed.

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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 20, 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 8.01. Other Events.

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.

Simultaneously with the closing of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 600,000 Units (the “Private Placement Units”). 400,000 Private Placement Units were sold Axiom Intelligence Holdings 1 LLC, the Company’s sponsor, and an aggregate of 200,000 Private Placement Units were sold to Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, and Seaport Global Securities LLC, in each case at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $6,000,000.

A total of $200,000,000, or $10.00 per Unit, comprised of the net proceeds from the IPO (which amount includes $8,000,000 of the underwriter’s deferred discount) and the proceeds of the sale of the Private Placement Units, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee.

An audited balance sheet as of June 20, 2025 reflecting the receipt of the proceeds from the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 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
99.1		Audited Balance Sheet as of June 20, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

1

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 26, 2025

2

FAQ

How much capital did AXINU raise in its June 2025 IPO?

The company raised $200 million from the sale of 20,000,000 units at $10.00 each.

How many units did AXINU sell, and what does each unit include?

AXINU sold 20,000,000 units; each unit contains one Class A ordinary share and one right to receive one-tenth of a share after the business combination.

What portion of the over-allotment option was exercised?

Underwriters partially exercised their option, purchasing 2,500,000 additional units.

How much was placed in AXINU's trust account?

A total of $200 million, which includes an $8 million deferred underwriting fee, was deposited into the trust account.

Who bought AXINU's private-placement units and how much did they invest?

The sponsor purchased 400,000 units and Cohen & Company Capital Markets plus Seaport Global Securities purchased 200,000 units, investing $6 million in total.

Where can investors find AXINU's post-offering balance sheet?

The audited balance sheet dated June 20, 2025 is filed as Exhibit 99.1 to this Form 8-K.