[Form 4] Axiom Intelligence Acquisition Corp 1 Units Insider Trading Activity

Rhea-AI Filing Summary

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).

Positive

• Significant insider investment of $4 million through private placement units
• Management alignment through direct ownership structure
• Balanced unit structure with rights providing additional investor upside

Negative

• Partial exercise of over-allotment option indicating potentially lower market demand

Insights

Securities Analyst

Major insider stake established through private placement, indicating strong insider alignment with SPAC investors.

The private placement structure is particularly noteworthy, with units priced at $10 combining both shares and rights, representing a significant capital commitment from the sponsor group. The 1:10 conversion ratio for rights provides additional upside potential upon business combination completion. The return of 41,666 Class B shares due to partial exercise of over-allotment suggests disciplined capital management and appropriate sizing of the SPAC vehicle.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Axiom Intelligence Holdings 1 LLC

(Last) (First) (Middle)

BERKELEY SQUARE HOUSE, 2ND FLOOR

BERKELEY SQUARE

(Street)

LONDON X0 W1J 6BD

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Axiom Intelligence Acquisition Corp 1 [ AXINU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Ordinary Shares(1)	06/20/2025		P		400,000(1)	A	$10	400,000(1)	D(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Rights to receive Class A Ordinary Shares	(3)	06/20/2025		P		400,000(3)		(3)	(3)	Class A ordinary shares	40,000(3)	(3)	400,000	D(2)
Class B Ordinary Shares	(4)	06/20/2025		J(5)			41,666	(4)	(4)	Class A ordinary shares	41,666	$0.004	6,666,667(4)	D(2)

1. Name and Address of Reporting Person^*

Axiom Intelligence Holdings 1 LLC

(Last) (First) (Middle)

BERKELEY SQUARE HOUSE, 2ND FLOOR

BERKELEY SQUARE

(Street)

LONDON X0 W1J 6BD

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Dodd Richard H.

(Last) (First) (Middle)

BERKELEY SQUARE HOUSE, 2ND FLOOR

BERKELEY SQUARE

(Street)

LONDON X0 W1J 6BD

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Ward Douglas Edward

(Last) (First) (Middle)

BERKELEY SQUARE HOUSE, 2ND FLOOR

BERKELEY SQUARE

(Street)

LONDON X0 W1J 6BD

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

Explanation of Responses:

1. Reflects the 400,000 Class A ordinary shares of Axiom Intelligence Acquisition Corp 1 (the "Issuer") that are included in the 400,000 private placement units of the Issuer purchased by Axiom Intelligence Holdings 1 LLC (the "Sponsor") on June 20, 2025. Each private placement unit was purchased for $10 per unit and consists of one Class A ordinary share and one right to receive one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination, as described in the registration statement on Form S-1 (File No. 333-287279) (the "Registration Statement").

2. The Sponsor is the record holder of such securities. The managing members of the Sponsor are Mr. Richard H. Dodd, our Executive Chairman of the Board, and Mr. Douglas Ward, our Chief Executive Officer, who hold voting and investment discretion with respect to the securities held of record by the Sponsor. As such, Mr. Dodd and Mr. Ward may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Mr. Dodd and Mr. Ward disclaim any beneficial ownership except to the extent of their pecuniary interest therein.

3. Represents the 40,000 Class A ordinary shares which may be acquired by the Sponsor upon the conversion of 400,000 rights (included in the Sponsor's private placement units) upon consummation of the registrant's initial business combination. As described in the Registration Statement under the heading "Description of Securities--Share Rights," each right will automatically convert into one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination, subject to certain adjustments described therein and have no expiration date. No fractional Class A ordinary shares will be issued upon conversion of such rights.

4. As described in the Registration Statement under the heading "Description of Securities--Founder Shares," the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date.

5. As contemplated in connection with the initial public offering of the Issuer, 41,666 Class B ordinary shares of the Issuer were returned by the reporting persons to the Issuer for no consideration and cancelled, because the underwriters' over-allotment option was not exercised in full.

	/s/ Richard H. Dodd, as managing member of Axiom Intelligence Holdings 1 LLC	06/24/2025
	/s/ Richard H. Dodd**	06/24/2025
	/s/ Douglas Ward**	06/24/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What was the size of AXINU's insider purchase?

Axiom Intelligence Holdings 1 LLC purchased 400,000 private placement units at $10 per unit, totaling a $4 million investment.

What is the structure of AXINU's private placement units?

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.

Who are the key insiders involved in AXINU's transaction?

The key insiders are Richard H. Dodd (Executive Chairman) and Douglas Ward (CEO), who are managing members of Axiom Intelligence Holdings 1 LLC.

How many Class B shares were returned by AXINU?

41,666 Class B ordinary shares were returned and cancelled due to the underwriters' over-allotment option not being fully exercised.