AXIOM INTELLIGENCE AC CORP 1 SEC Filings

GSK plc (Form 6-K) reports another execution under its 4 June 2025 non-discretionary share-buy-back mandate. On 30 July 2025 the company, via Merrill Lynch International, repurchased 288,978 ordinary shares (nominal 31¼ p) on the London Stock Exchange at prices ranging 1,386.50 p – 1,463.50 p, delivering a volume-weighted average price of 1,432.69 p.

Since the programme’s launch, GSK has acquired 18,435,938 shares. Following the latest trade the company now holds 236,570,321 shares in treasury and has 4,078,815,089 shares in issue (excluding treasury). The treasury balance equals 5.80 % of total voting rights, leaving the same number (4,078,815,089) of votes outstanding. All repurchased shares are retained as treasury stock.

Filing overview: On 27 June 2025 Axiom Intelligence Holdings 1 LLC (“Sponsor”), together with Richard H. Dodd and Douglas Ward, filed a Schedule 13D reporting their beneficial ownership of Axiom Intelligence Acquisition Corp 1 (ticker AXINU) following the SPAC’s 20 June 2025 IPO.

Ownership: The group beneficially owns 7,066,667 ordinary shares (400,000 Class A and 6,666,667 Class B), representing 26.1 % of the 27,066,667 total ordinary shares outstanding. Class B shares automatically convert one-for-one into Class A shares at, or prior to, the initial business combination.

Cost basis & funding: Aggregate consideration paid was US$4.025 million, sourced from the Sponsor’s working capital. This includes:

• US$25,000 for 6,708,333 founder Class B shares purchased on 30 Jan 2025 (41,666 later cancelled because the over-allotment option was not exercised).
• US$4.0 million for 400,000 private-placement units bought at US$10.00 each on 20 Jun 2025. Each unit contains one Class A share and one right to receive one-tenth of a Class A share upon closing of a business combination.

Key contractual provisions:

• Founder and private-placement securities are subject to transfer restrictions until 30 days after the business combination.
• Under an “Insider Letter” the Sponsor and insiders must vote all founder shares, private-placement shares and public shares they hold in favour of any proposed business combination and refrain from seeking redemption.
• The Sponsor agreed to indemnify the company to keep the trust account whole in limited circumstances.
• Registration rights grant the Sponsor demand and piggy-back registrations post-business combination.

Governance implications: The 26.1 % stake gives the Sponsor and its two managing members significant influence over shareholder votes, particularly the approval of a future business combination.

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.