IPO and Financing - The company completed its Initial Public Offering (IPO) on June 20, 2025, raising gross proceeds of $200 million from the sale of 20 million Public Units at $10.00 each[19]. - A private sale of 600,000 Private Placement Units was completed simultaneously with the IPO, generating an additional $6 million in gross proceeds[20]. - The total amount of $200 million from the IPO and Private Placement has been placed in a Trust Account[21]. - The total funds available for a Business Combination amount to $204,234,694, before payment of $8,000,000 in Deferred Fees and excluding $736,280 held outside of the Trust Account for working capital[60]. - The company may need to obtain additional financing to complete the initial Business Combination, which could lead to significant dilution for Public Shareholders[61]. - The company may raise funds through equity-linked securities or loans to meet cash requirements for the initial Business Combination[101]. - The company has approximately $736,280 in proceeds held outside the Trust Account as of December 31, 2025, to cover costs associated with potential liquidation[113]. - The company has a liability to ensure that the Trust Account does not fall below $10.00 per Public Share due to claims by third parties[117]. Business Combination Requirements - The company must complete its initial Business Combination by June 20, 2027, or face termination and distribution of Trust Account amounts[22]. - If the initial Business Combination is not completed by June 20, 2027, the company will redeem 100% of the Public Shares at a pro rata price of approximately $10.00 per share[54]. - The company anticipates structuring the initial Business Combination so that the post-transaction entity will own or acquire at least 50% of the target business[56]. - The company must complete one or more Business Combinations with an aggregate fair market value of at least 80% of the assets held in the Trust Account[55]. - The company will redeem Public Shares at a per-share price equal to the aggregate amount in the Trust Account if the initial Business Combination is not completed within the Combination Period[110]. - If the company does not complete its initial Business Combination within the Combination Period, it will liquidate and redeem its Public Shares[135]. Shareholder Considerations - Public Shareholders incurred immediate and material dilution upon the closing of the Initial Public Offering due to the nominal price of $0.004 per share for Founder Shares[45]. - The anti-dilution provisions of the Founder Shares may result in the issuance of Class A Ordinary Shares on a greater than one-for-one basis upon conversion, leading to further dilution for Public Shareholders[47]. - The company may issue Class A Ordinary Shares upon conversion of Class B Ordinary Shares at a ratio greater than one-to-one, further impacting Public Shareholders[48]. - Public Shareholders can redeem their shares either through a general meeting or a tender offer, at the company's discretion[90]. - A minimum of 6,566,667 Public Shares, or approximately 32.38% of the 20,000,000 Public Shares sold, is needed for an Ordinary Resolution to approve the initial Business Combination[95]. - If a Special Resolution is required, 11,111,112 Public Shares, or approximately 55.56%, must be voted in favor of the Business Combination[95]. - Public Shareholders are restricted from redeeming more than 15% of the Public Shares sold in the Initial Public Offering without prior consent[103]. - The company intends to require Public Shareholders to deliver their share certificates or electronically transfer their shares to exercise redemption rights[100]. Market Opportunities - The European energy market is projected to reach $92.5 billion by 2030, with a CAGR of 3.6% driven by renewable energy sources[32]. - The European data center market size reached $54.5 billion in 2023 and is expected to grow to $118.2 billion by 2032, with a CAGR of 8.9%[33]. - The European airline industry market was valued at $45.0 billion in 2023 and is projected to reach $70.1 billion by 2032, with an expected CAGR of 6.7%[36]. - The European freight and logistics market size was valued at $2.4 trillion in 2023 and is projected to reach $3.8 trillion by 2031, growing at a CAGR of 5.4%[38]. - The European edge computing market size is expected to reach $50.8 billion by 2032, driven by the adoption of IoT devices and demand for low-latency solutions[35]. Management and Governance - The company has a diverse board of directors with significant experience in various industries, including technology and finance[210]. - Richard H. Dodd has served as Executive Chairman since inception and has extensive experience in M&A and technology sectors[211]. - Douglas Ward has been the CEO since inception, with a background in telecommunications and technology[213]. - W. Robert Dilling, Jr. has been the CFO since inception, bringing experience from various financial leadership roles[214]. - Christoph Ackermann has served as COO since inception, with a strong background in operational management and consulting[215]. - Dr. Claire Handby and Steven Leighton joined the board in June 2025, bringing expertise in business growth and telecommunications respectively[216][217]. Risks and Challenges - The company may face challenges in completing its initial Business Combination due to competition for attractive targets and potential financing difficulties[133]. - The company may face significant dilution of public shareholders' investments due to the nominal purchase price of Founder Shares compared to their potential value post-Business Combination[144]. - The company may face a lack of business diversification, as success may depend entirely on the performance of a single business post-initial Business Combination[74]. - There is no assurance that key personnel will remain in senior management positions after the Business Combination, which could impact the management of the combined company[76]. - The company may face conflicts of interest if its officers and directors pursue other SPACs or business ventures during the search for an initial Business Combination[68]. - The company may be subject to regulatory review and approval requirements that could hinder the completion of its initial Business Combination[141]. - Geopolitical conditions, such as the Russia-Ukraine conflict and tensions in the Middle East, may adversely affect the company's ability to find a target business[146]. Financial Performance - As of December 31, 2025, the company had net income of $3,649,620, primarily from interest earned on investments held in the Trust Account of $4,234,694, offset by general and administrative expenses of $585,074[179]. - The total amount placed in the Trust Account after the Initial Public Offering was $200,000,000, with fees incurred totaling $12,624,206, including a cash underwriting fee of $4,000,000[180]. - Cash used in operating activities for the period was $260,978, with net income impacted by interest earned and general administrative expenses paid through various means[181]. - As of December 31, 2025, the company held marketable securities in the Trust Account amounting to $204,234,694, which includes approximately $4,234,964 of interest income[182]. - The company had cash held outside the Trust Account of approximately $736,280 and working capital of $766,937, primarily used for identifying and evaluating target businesses[184]. - The company does not have any long-term debt or capital lease obligations, with administrative service fees incurred totaling $58,300 from June 17, 2025, to December 31, 2025[189]. Compliance and Reporting - The company is classified as an "emerging growth company" and can delay the adoption of certain accounting standards until they apply to private companies[128]. - The company will remain an emerging growth company until it has total annual gross revenue of at least $1.235 billion or the market value of its Class A Ordinary Shares exceeds $700 million[130]. - The company is also a "smaller reporting company," allowing it to provide only two years of audited financial statements until certain revenue and market value thresholds are met[131]. - The management report on internal control over financial reporting is not included due to a transition period established by SEC rules for newly public companies[204]. - No changes in internal control over financial reporting were reported[205].

IPO and Financial Proceeds - The company completed its Initial Public Offering (IPO) on June 20, 2025, raising gross proceeds of $200 million from the sale of 20 million Public Units at $10.00 each[110]. - The company incurred total fees of $12,624,206 related to the IPO, which included a cash underwriting fee of $4 million and a deferred underwriting fee of $8 million[116]. Financial Performance - As of September 30, 2025, the company reported net income of $1,898,982 for the three months ended September 30, 2025, primarily from interest earned on investments held in the Trust Account[115]. - The company has not generated any operating revenues to date and will not do so until after the completion of its initial Business Combination[114]. - The company incurred general and administrative expenses of $185,417 for the three months ended September 30, 2025[115]. - Net income per Ordinary Share is calculated by dividing net income applicable to shareholders by the weighted average number of Ordinary Shares outstanding, applying the two-class method[134]. Trust Account and Investments - The Trust Account held investments totaling $202,265,853 as of September 30, 2025, including approximately $2,265,853 of interest earned and accrued[118]. - The company has no long-term debt or capital lease obligations as of September 30, 2025[126]. Business Combination and Liquidation - The company has until June 20, 2027, to complete its Business Combination, or it will liquidate and redeem Public Shares at a price equal to the amount in the Trust Account[112]. - The company may seek to extend the Combination Period by amending its Articles, which would require approval from Public Shareholders[113]. - The Sponsor, directors, and officers have waived their rights to liquidating distributions from the Trust Account for Founder Shares if the initial Business Combination is not completed within the Combination Period[130]. Working Capital - As of September 30, 2025, the company had working capital of $948,419, which is used for identifying and evaluating target businesses[120]. Equity Classification - Class A Ordinary Shares subject to possible redemption are classified as temporary equity and presented at redemption value outside of shareholders' equity[133].

Financial Performance - For the three months ended June 30, 2025, the company reported a net income of $74,168, primarily from interest earned on investments held in the Trust Account[117]. - As of June 30, 2025, the company had cash and investments held in the Trust Account totaling $200,181,454, including approximately $181,454 of interest earned[122]. - The company had a working capital deficit of $892,615 as of June 30, 2025[123]. - The company has not generated any operating revenues to date and will not do so until after the completion of its initial Business Combination[116]. Initial Public Offering - The company generated gross proceeds of $200,000,000 from the Initial Public Offering of 20,000,000 Public Units at $10.00 per unit[119]. - The company incurred transaction costs of $12,624,206 related to the Initial Public Offering, including a cash underwriting fee of $4,000,000 and a deferred fee of $8,000,000[120]. Future Expectations - The company expects to incur increased expenses as a result of being a public company, including legal and compliance costs[116]. - The company plans to use substantially all funds held in the Trust Account to complete its Business Combination and for working capital of the target business[122]. Agreements and Arrangements - The company has an Administrative Services Agreement with the Sponsor, incurring fees of $10,000 per month, totaling $497 accrued as of June 30, 2025[129]. - The company has no off-balance sheet arrangements as of June 30, 2025[128].

Financial Performance - The company reported a net loss of $84,438 for the period from January 30, 2025, through March 31, 2025, primarily due to general and administrative expenses [101]. - The company does not expect to generate operating revenues until after the completion of its Business Combination [100]. Initial Public Offering (IPO) - The Initial Public Offering (IPO) generated gross proceeds of $200,000,000 from the sale of 20,000,000 Units at $10.00 per Unit, including an over-allotment option [103]. - An additional $6,000,000 was raised through the sale of 600,000 Private Placement Units at $10.00 per Unit, with the Sponsor purchasing 400,000 Units [103]. - Total funds of $200,000,000 were placed in the Trust Account following the IPO, with total offering costs amounting to $12,624,206 [105]. - The deferred underwriting discount for the IPO is 4.00% of gross proceeds, amounting to $8,000,000, payable upon the closing of the initial Business Combination [113]. Use of Funds - The company intends to use substantially all funds in the Trust Account to complete its Business Combination and for working capital of the target business [106]. - The company may need additional financing to complete its Business Combination or to address significant shareholder redemptions [109]. Financial Obligations - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2025 [111]. - The company has a contractual obligation to pay the Sponsor $10,000 per month for office space and administrative support services [112].

As filed with the U.S. Securities and Exchange Commission on June 10, 2025. Registration No. 333-287279 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 –––––––––––––––––––––––––––––––––––– AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 –––––––––––––––––––––––––––––––––––– –––––––––––––––––––––––––––––––––––– Puglisi & Associates 850 Library Avenue, Suite 204 Newark, DE 19711 (302) 738-6680 (Name, address, including zip code, and telephone number, ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 –––––––––––––––––––––––––––––––––––– AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER As filed with the U.S. Securities and Exchange Commission on May 30, 2025. Registration No. 333-287279 THE SECURITIES ACT OF 1933 –––––––––––––––––––––––––––––––––––– Axiom Intelligence Acquisition Corp 1 (Exact name of registrant as specified in its charter) –––––––––––––––––––––––––––––––––––– | Cayman Islands | 6770 | 98-1849669 | | --- | -- ...

As filed with the U.S. Securities and Exchange Commission on May 14, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 –––––––––––––––––––––––––––––––––––– Axiom Intelligence Acquisition Corp 1 (Exact name of registrant as specified in its charter) –––––––––––––––––––––––––––––––––––– | Cayman Islands | 6770 | 98-1849669 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standar ...