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 company has $204,234,694 available for a Business Combination, excluding $8,000,000 in Deferred Fees and $736,280 held for working capital[60]. - The company incurred total fees 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[180]. - The Sponsor contributed $25,000 for the issuance of Founder Shares and provided a loan of up to $300,000 under the IPO Promissory Note, which was fully repaid[185][186]. - The Underwriters of the Initial Public Offering partially exercised their Over-Allotment Option, purchasing 2,500,000 Option Units[190]. - The company does not expect to raise additional funds for operating expenditures but may need additional financing to complete the Business Combination if necessary[188]. 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]. - The company has until June 20, 2027, to consummate its initial Business Combination, with the option to seek shareholder approval for an extension[53]. - If the initial Business Combination is not completed within the Combination Period, the company will redeem 100% of Public Shares at approximately $10.00 per share[54]. - 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 may not complete the initial Business Combination if the cash consideration required exceeds the available cash[89]. - The company may only complete one Business Combination with the proceeds from its Initial Public Offering, leading to a lack of diversification that could negatively impact operations and profitability[137]. - The company may attempt to complete multiple Business Combinations simultaneously, which could increase costs and risks[133]. Shareholder Rights and Redemption - Public Shareholders can redeem their shares either through a general meeting or a tender offer, with the decision made at the company's discretion[90]. - A quorum for shareholder meetings requires at least one-third of issued and outstanding Ordinary Shares to be represented[94]. - To approve an Ordinary Resolution for the initial Business Combination, approximately 32.38% of the 20,000,000 Public Shares sold in the Initial Public Offering must be voted in favor[95]. - If a Special Resolution is required, approximately 55.56% of the Public Shares must be voted in favor for approval[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]. - A nominal fee of approximately $100.00 may be charged by the transfer agent for processing redemptions[106]. - Funds for redeeming Public Shares will be distributed promptly after the completion of the initial Business Combination[107]. Market Opportunities and Industry Insights - The European infrastructure investment gap could reach $2 trillion by 2040, highlighting significant opportunities in the market[26]. - The European airline industry market was valued at $45 billion in 2023 and is projected to reach $70.1 billion by 2032, with a 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 data center market size reached $54.5 billion in 2023 and is projected to grow to $118.2 billion by 2032, with a CAGR of 8.9%[33]. - 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]. - The integration of AI in telecommunications could unlock $200 to $280 billion in value through improved customer service and network operations[40]. - The company is focusing its search for target businesses in the European infrastructure industry, indicating a strategic direction for future acquisitions[172]. Management and Governance - The company has a diverse board of directors with significant experience in various industries, including technology, finance, and operations[210]. - Richard H. Dodd has served as Executive Chairman since inception and has extensive experience in M&A and technology sectors[211]. - Douglas Ward, the CEO, has a background in telecommunications and technology, having co-founded multiple companies[213]. - W. Robert Dilling, the CFO, has a strong financial leadership background across diverse industries, including cloud-based software[214]. - Christoph Ackermann, the COO, has experience in transformation consulting and has worked with various companies in the financial sector[215]. - Dr. Claire Handby, an independent director, has over 15 years of experience in major infrastructure investment and financial advisory[216]. - Steven Leighton, an independent director, has significant experience in telecommunications and energy distribution, having served as CEO of multiple companies[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 write-downs or charges post-Business Combination, adversely affecting financial condition and shareholder value[141]. - The management team may not maintain control of the target business after the Business Combination, which could impact operations and profitability[141]. - The company may be subject to regulatory review and approval requirements that could hinder the completion of its initial Business Combination[141]. - Geopolitical conditions and armed conflicts, such as the Russia-Ukraine conflict, may adversely affect the company's ability to find a target business[146]. - The company may face significant economic volatility due to disruptions in the flow of oil and related commodities resulting from geopolitical tensions[146]. - The company may face risks related to inflation and interest rate fluctuations, which could impact its ability to consummate an initial Business Combination[134]. - The company may seek Business Combination opportunities in industries outside of its management's expertise, which could pose risks to shareholders[137]. - There is no requirement for an independent valuation opinion for the target business, potentially leaving shareholders without assurance of a fair price[137]. - The company may encounter competition from other SPACs, private equity groups, and public companies, which may limit its ability to acquire larger target businesses[122]. 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]. - Total cash held in the Trust Account was $204,234,694, including approximately $4,234,964 of interest income, which will be used to complete the Business Combination[182]. - Cash used in operating activities for the period was $260,978, with net income impacted by general and administrative expenses paid through advances from the Sponsor totaling $140,242[181]. - The company had cash held outside the Trust Account of approximately $736,280 and working capital of $766,937 as of December 31, 2025[184]. - The company has not paid any cash dividends to date and does not plan to do so before completing a Business Combination[162]. Compliance and Reporting - The company is required to file annual, quarterly, and current reports with the SEC, ensuring transparency in its financial reporting[124]. - Audited financial statements of prospective target businesses will be provided to shareholders as part of proxy solicitation materials[125]. - The company is classified as an "emerging growth company" and is eligible for certain exemptions from reporting requirements, including not needing to comply with auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act[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 held by non-affiliates 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 market value or revenue 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]. - The company has not adopted or terminated any "Rule 10b5-1 trading arrangement" during the quarterly period ended December 31, 2025[206].

IPO and Fundraising - 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 had 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 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 not generated any operating revenues to date and will not do so until after the completion of its initial Business Combination[114]. - 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]. 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 and Expenses - As of September 30, 2025, the company had working capital of $948,419, which is used for identifying and evaluating target businesses[120]. - The company expects to incur increased expenses due to being a public company, including legal and financial reporting costs[114]. - The company has no long-term debt or capital lease obligations, with administrative service costs incurred totaling $28,300 since inception[126]. Equity and Shareholder Information - 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[117]. - The company had a net loss of $10,270 for the period from January 30, 2025, through June 30, 2025, due to general and administrative expenses[117]. 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]. Trust Account and Cash Position - As of June 30, 2025, the company had cash and investments held in the Trust Account totaling $200,181,454, which includes approximately $181,454 of interest earned[122]. - The company has a working capital deficit of $892,615 as of June 30, 2025[123]. - The company plans to use substantially all funds in the Trust Account to complete its Business Combination and may use remaining proceeds for working capital[122]. - The company has no long-term debt or off-balance sheet arrangements as of June 30, 2025[128]. Future Plans and Costs - The company expects to incur significant costs in pursuing acquisition plans and may need additional financing to complete its Business Combination[113][127]. - The company has entered into an Administrative Services Agreement, incurring fees of $10,000 per month, totaling $497 accrued as of June 30, 2025[129].

Financial Performance - The company reported a net loss of $84,438 for the period from January 30, 2025, to March 31, 2025, primarily due to general and administrative expenses [100]. - The company does not expect to generate operating revenues until after the completion of its Business Combination [99]. 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 [102]. - 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 [102]. - Total funds of $200,000,000 were placed in the Trust Account following the IPO, with offering costs amounting to $12,624,206 [104]. - The underwriters are entitled to a deferred underwriting discount of 4.00% of the gross proceeds from the IPO, amounting to $8,000,000, payable upon the closing of an initial Business Combination [112]. 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 [105]. - The company may need additional financing to complete its Business Combination or to address significant shareholder redemptions [108]. Financial Obligations - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2025 [110]. - The company has a contractual obligation to pay the Sponsor $10,000 per month for office space and administrative support services [111].

Group 1 - Axiom Intelligence Acquisition Corp 1 announced that starting August 1, 2025, holders of units from its initial public offering can separately trade Class A ordinary shares and rights on the Nasdaq Global Market under the symbols "AXIN" and "AXINR" respectively [1] - Units that are not separated will continue to trade under the symbol "AXINU" on the Nasdaq Global Market [1] Group 2 - Axiom Intelligence Acquisition Corp 1 is a blank check company formed to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses [2] - The company intends to focus its initial search for business combination targets in the European infrastructure industry [2]

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 –––––––––––––––––––––––––––––––––––– 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 30, 2025. Registration No. 333-287279 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 –––––––––––––––––––––––––––––––––––– AMENDMENT NO. 1 TO 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) –––––––––––––––––––––––––––––––––––– (Address, including zip code, and telephone numbe ...

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 ...