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Axiom Intelligence Acquisition Corp 1 entered into a Business Combination Agreement with Terra Quantum AG on May 25, 2026. The transaction contemplates a two-step merger structure through a Swiss Swiss HoldCo, formation of a Swiss PubCo and a Cayman Merger Sub, and requires SPAC and shareholder approvals.
The deal terms convert SPAC rights and shares into PubCo Ordinary Shares and provide up to 50,000,000 Swiss HoldCo Earnout Shares and up to 25,000,000 Management Earnout Shares payable in three tranches tied to the 30-day VWAP thresholds of $12.50, $15.00 and $17.50. Sponsor and certain shareholders agree to lock-ups (generally 180 days), and a $15,000,000 termination fee is payable by the SPAC CEO if SPAC terminates during due diligence. Closing remains subject to customary conditions, including registration statement effectiveness and Nasdaq listing approval.
Axiom Intelligence Acquisition Corp 1 announced a Business Combination Agreement with Terra Quantum AG, creating a new Swiss public company that will own the SPAC and Terra Quantum through a two-step merger structure. SPAC shares will convert into PubCo shares, and Terra Quantum’s owners will exchange into PubCo via a Swiss holding company.
The deal includes up to 75,000,000 PubCo earnout shares in three tranches tied to 30‑day VWAP hurdles of $12.50, $15.00 and $17.50. PubCo will adopt an equity incentive plan reserving shares equal to 10% of fully diluted PubCo stock with a 5% annual evergreen. Closing depends on shareholder approvals, Nasdaq listing of PubCo, and other customary conditions, with multiple termination rights and, in one diligence‑related scenario, a $15,000,000 termination fee payable by the SPAC CEO.
Axiom Intelligence Acquisition Corp 1 and Terra Quantum AG announced they have entered into a Business Combination Agreement dated May 25, 2026. The agreement contemplates forming a Swiss public limited company ("PubCo") and a Cayman Islands merger subsidiary so that, following the mergers and related transactions, PubCo will become a publicly traded company and SPAC and Terra Quantum will be subsidiaries of PubCo, subject to the terms and conditions set forth in the Business Combination Agreement.
The parties intend to file a registration statement on Form F-4 that will include a proxy statement/prospectus for the proposed business combination; shareholders will receive a definitive proxy statement/prospectus when filed. The filing notes customary closing conditions, shareholder approval, SEC review of the Registration Statement, and other risks that could prevent consummation.
Axiom Intelligence Acquisition Corp 1 announced a definitive business combination agreement with Swiss quantum technology company Terra Quantum AG that will take Terra Quantum public on Nasdaq under the ticker “TQ.” The deal assigns Terra Quantum an equity valuation of about $3.5 billion and an implied pro forma enterprise value of about $3.6 billion, assuming no redemptions.
Existing Terra Quantum shareholders are expected to roll all of their equity and own approximately 92% of the combined company, while Axiom’s public shareholders and sponsor would own about 8%, excluding additional financing and assuming no redemptions. Based on funds in Axiom’s trust at IPO, the transaction could deliver up to roughly $190 million in gross proceeds to the combined company before expenses, and may be complemented by a PIPE or other financing.
The boards of both companies have unanimously approved the transaction. Terra Quantum’s current leadership team is expected to continue running the combined company, which plans to remain headquartered in St. Gallen, Switzerland. Closing is targeted for the second half of 2026, subject to shareholder approvals, SEC effectiveness of a Form F-4 registration statement, Nasdaq listing approval, regulatory clearances, and other customary conditions.
Axiom Intelligence Acquisition Corp 1 reported net income of $1,520,809 for the quarter ended March 31, 2026, driven by $1,795,775 of interest on the IPO proceeds held in its trust account, partly offset by $274,966 of general and administrative expenses.
Total assets were $206,769,566, including $206,030,469 of investments in the trust account and cash of $545,146 outside the trust. The SPAC has 20,000,000 Class A shares subject to redemption at $10.30 per share and 6,666,667 Class B founder shares outstanding.
Management discloses that limited cash and ongoing costs raise substantial doubt about the company’s ability to continue as a going concern if it does not complete a Business Combination by June 20, 2027. The sponsor may provide up to $1,500,000 in convertible working capital loans, but no such loans were outstanding.
Axiom Intelligence Acquisition Corp 1 is a Cayman Islands special purpose acquisition company formed in January 2025 to complete a business combination, with no operating revenues to date. Its IPO closed on June 20, 2025, issuing 20,000,000 units at $10.00 each for $200,000,000 in gross proceeds.
Concurrently, the sponsor and affiliates bought 600,000 private placement units for $6,000,000, and a total of $200,000,000 was placed in a trust account. The company must complete an initial business combination by June 20, 2027 or redeem public shares for cash from the trust. As of December 31, 2025, the estimated redemption price was about $10.21 per public share, and as of March 25, 2026 there were 20,600,000 Class A and 6,666,667 Class B ordinary shares outstanding.
Barclays PLC filed an amended Schedule 13G reporting its beneficial ownership of 773,726 shares of Intelligence-CL A common stock, equal to 3.75% of the class as of December 31, 2025.
Barclays states the securities were acquired and are held in the ordinary course of business, without the purpose or effect of changing or influencing control of the issuer. The filing identifies Barclays Bank PLC as the relevant subsidiary and confirms sole voting and dispositive power over all reported shares.
Axiom Intelligence Acquisition Corp 1 filed its quarterly report, showing typical SPAC-stage activity with interest income driving results while it searches for a target in the European infrastructure industry.
For the quarter ended September 30, 2025, net income was $1,898,982, primarily from $2,084,399 of interest earned on the Trust Account, against $185,417 of general and administrative expenses. The Trust Account held $202,265,853, equating to $10.11 per public share at period end. Cash outside the trust was $897,918 with working capital of $948,419.
The company completed its IPO on June 20, 2025, raising $200,000,000 in public units and $6,000,000 in private placement units, incurring $4,000,000 in cash underwriting fees and $8,000,000 in deferred underwriting fees. It has until June 20, 2027 to consummate a business combination.