Axiom Intelligence Acquisition Corp 1 filed an 8-K (earliest event May 25, 2026) under Item 1.01 reporting entry into a Business Combination Agreement with Terra Quantum AG (Switzerland), Markus Pflitsch as shareholder representative, and Douglas Ward solely for a specified termination-fee section. Sponsor is to form Swiss PubCo and Cayman Merger Sub, which will joinder the BCA. The deal was special-committee recommended at SPAC and board-approved at both SPAC and the Company. Structure is a Swiss HoldCo contribution by Company shareholders, an Initial Merger of SPAC into Merger Sub (surviving as PubCo sub), then an Acquisition Merger of Swiss HoldCo into PubCo. Closing is framed as subject to SPAC shareholder approval and other customary conditions. PubCo intends an F-4/proxy-registration path; Nasdaq listing approval for PubCo ordinary shares is a condition. Immediately prior to the Initial Merger, every ten SPAC rights convert into one SPAC Class A ordinary share (fractions rounded down). Each SPAC ordinary share (including shares from rights conversion) cancels for one PubCo ordinary share. Swiss HoldCo shares exchange for PubCo ordinary shares at an Exchange Ratio defined in the BCA but not stated as a number in the 8-K narrative. Earnouts: up to 50,000,000 PubCo shares to Swiss HoldCo shareholders and up to 25,000,000 to certain management, in three 25,000,000 tranches over eight years from Acquisition Closing on 30-day VWAP at $12.50 / $15.00 / $17.50, with CoC acceleration if per-share consideration meets the applicable threshold. Governance and related terms: PubCo board of seven at Acquisition Closing (five Company designees, two SPAC); new equity plan with initial reserve equal to 10% of fully diluted PubCo ordinary shares post-Acquisition Closing plus 5% annual evergreen. Sponsor Support Agreement: vote for deal proposals, no redemption of sponsor shares, pre-close transfer limits, and post-close lock-up on PubCo shares received through 180 days or earlier on $12.00 VWAP (20 of 30 trading days) or a full-shareholder liquidity event. Form Shareholder Support/Lock-Up covers vote, Swiss HoldCo contribution, no dissenters/pre-emptive exercise, and parallel lock-up mechanics for designated company holders. Close-path (Pulse): the BCA is signed and rights have a contractual 10→1 share conversion immediately before the Initial Merger, so rights economics are tied to deal completion and share delivery into PubCo rather than a standalone cash instrument. Cash (V): public holders retain redemption rights into the trust in the normal SPAC vote path; the 8-K does not state trust balance, per-share redemption value, minimum-cash net of redemptions, PIPE/backstop size, or any quantified sources-and-uses. Sponsor agrees not to redeem its shares; that does not cap public redemptions. Termination includes mutual consent, final government block, failure of Acquisition Closing by the 30th business day after Initial Closing, failed SPAC shareholder vote (Company terminate), breach with 30-day cure, and either party if not consummated by one year after the initial Proxy/Registration Statement filing. SPAC may also terminate in a Diligence Review Period if continuing diligence is unsatisfactory in SPAC’s sole discretion; in that case Ward must pay the Company a $15,000,000 termination fee within five business days. Post-close, no survival/indemnity for pre-close reps and most covenants. What the filing does not say: numerical Exchange Ratio, company valuation or equity value, cash in trust, minimum cash, PIPE or other financing commitments, expected timeline to F-4 effectiveness or meeting date, and whether diligence-period termination risk remains open as of the filing. Exhibits 2.1, 10.1, and 10.2 are the BCA and support agreements; full economics sit in those documents and the still-to-be-filed F-4.

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