UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 1720, 2025

Axiom Intelligence Acquisition Corp 1

(Exact name of registrant as specified in its charter)

Cayman Islands

001-42708

98-1849669

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

Berkeley Square House, 2nd Floor ~~Berkeley Square~~

Berkeley Square

London W1J 6BD

United Kingdom

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: +44 20 3973 7928

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one right	AXINU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	AXIN	The Nasdaq Stock Market LLC
Rights, each right entitling the holder to receive one-tenth (1/10) of one Class A ordinary share	AXINR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On June 20, 2025, Axiom Intelligence Acquisition Corp 1 (the “Company”) consummated its initial public offering (“IPO”) of 20,000,000 units (the “Units”), including 2,500,000 units sold pursuant to the partial exercise of the underwriters’ over-allotment option. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $200,000,000. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one right to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of the Company’s initial business combination (each, a “Share Right”).

In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s registration statement on Form S-1 (File No. 333-287279) for the IPO, initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 14, 2025 (as amended, the “Registration Statement”):

● An Underwriting Agreement, dated June 17, 2025, by and among the Company, Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”), and Seaport Global Securities LLC (“Seaport”), as representatives of the several underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.

● A Share Rights Agreement, dated June 17, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.

● An Investment Management Trust Agreement, dated June 17, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

● A Registration Rights Agreement, dated June 17, 2025, by and among the Company, Axiom Intelligence Holdings 1 LLC (the “Sponsor”), CCM and Seaport, as representatives of the several underwriters, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference.

● A Private Placement Units Purchase Agreement, dated June 17, 2025 (the “Sponsor Private Placement Units Purchase Agreement”), by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference.

● A Private Placement Units Purchase Agreement, dated June 17, 2025 (the “Representatives’ Private Placement Units Purchase Agreement”), by and among the Company, CCM and Seaport, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference.

● A Letter Agreement, dated June 17, 2025, by and among the Company, its officers, its directors and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference.

● An Administrative Services Agreement, dated June 17, 2025, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference.

● Indemnity Agreements, dated June 17, 2025, by and among the Company and each director and officer of the Company, a form of which is attached as Exhibit 10.7 hereto and incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

Simultaneously with the closing of the IPO, pursuant to the Sponsor Private Placement Units Purchase Agreement and the Representatives’ Private Placement Units Purchase Agreement, the Company completed the private sale of an aggregate of 600,000 units (the “Private Placement Units”) to the Sponsor, CCM and Seaport at a price of $10.00 per Private Placement Unit for an aggregate purchase price of $6,000,000. The Private Placement Units (and underlying securities) are identical to the Units sold in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 17, 2025, in connection with the IPO, Dr. Claire Handby, Steven Leighton and Christopher Ellis (collectively, the “Directors”) were appointed to the board of directors of the Company (the “Board”). Effective June 17, 2025, each of Dr. Handby, Mr. Leighton and Mr. Ellis was appointed to the Board’s Audit Committee, with Mr. Ellis serving as chair of the Audit Committee. Each of Dr. Handby, Mr. Leighton and Mr. Ellis was also appointed to the Board’s Compensation Committee, with Dr. Handby serving as chair of the Compensation Committee.

On June 17, 2025, the Company entered into indemnity agreements with each of the Directors and executive officers, which require the Company to indemnify each of them to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing summary of the indemnity agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of indemnity agreement, which is filed as Exhibit 10.7 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.03. Amendments to the Amended and Restated Memorandum and Articles of Association; Change in Fiscal Year.

In connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) with the Cayman Islands Registrar of Companies, which was effective on June 18, 2025. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and incorporated herein by reference.

Item 8.01. Other Events.

AOn ~~total~~June of20, ~~$200~~2025,~~000,000~~ ofAxiom ~~the~~Intelligence ~~proceeds~~Acquisition ~~from~~Corp ~~the~~1 ~~IPO and~~ (the ~~sale~~“Company”) ofconsummated ~~the~~its ~~Private~~initial ~~Placement~~public ~~Units~~offering (~~which~~“IPO”) of ~~amount includes $8~~20,000,000 ofunits (the ~~underwriters’~~ ~~deferred underwriting commissions~~“Units”) ~~was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company~~, ~~acting~~including ~~as trustee, with the remaining $~~2,~~000~~500,000 ofunits ~~proceeds~~sold ~~from~~pursuant to the ~~Private~~partial ~~Placement~~exercise ~~Units~~of ~~going to~~ the ~~Company~~underwriters’s ~~working~~over-allotment ~~capital~~option. ~~account~~The (aUnits ~~portion~~were ofsold ~~which~~at ~~will~~a beprice ~~used~~of ~~to pay offering expenses)~~$10.00 ~~Except~~per ~~with~~Unit, ~~respect~~generating togross ~~interest~~proceeds ~~earned on the funds in the trust account that may be released~~ to the Company toof ~~pay its taxes and up to~~ $~~100~~200,000 ~~for dissolution expenses~~,000. ~~the funds held~~Each inUnit ~~the~~consists ~~trust~~of ~~account~~one ~~will~~Class ~~not~~A beordinary ~~released~~share ~~from the trust account until the earliest~~ of ~~(i)~~ the ~~completion of the~~ Company~~’s initial business combination~~, ~~(ii)~~par ~~the~~value ~~redemption~~$0.0001 ofper ~~the~~share ~~Company’s public shares if it is unable to complete its initial business combination within 24 months from the closing of the IPO~~ (~~or by such earlier liquidation date as~~ the ~~Company’s~~“Class ~~board~~A ofOrdinary ~~directors may approve~~Shares”), and ~~subject~~one right to ~~applicable~~receive ~~law,~~one-tenth ~~and~~ (~~iii~~1/10) ~~the redemption~~ of ~~the~~one ~~Company’s~~Class ~~public~~A ~~shares~~Ordinary ~~properly~~Share ~~submitted~~upon ~~in connection with a shareholder vote to amend~~ the ~~Company’s~~consummation ~~Amended and Restated Memorandum and Articles~~ of ~~Association to modify~~ the ~~substance or timing of its obligation to redeem 100% of the~~ Company’s ~~public shares if it has not consummated an~~ initial business combination ~~within 24 months from the closing of the IPO or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity~~.

2Simultaneously with the closing of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 600,000 Units (the “Private Placement Units”). 400,000 Private Placement Units were sold Axiom Intelligence Holdings 1 LLC, the Company’s sponsor, and an aggregate of 200,000 Private Placement Units were sold to Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, and Seaport Global Securities LLC, in each case at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $6,000,000.

OnA ~~June~~total 17of $200,000,000, ~~2025~~or $10.00 per Unit, comprised of the ~~Company~~net ~~issued~~proceeds afrom ~~press~~the ~~release~~IPO ~~announcing~~(which ~~the~~amount ~~pricing~~includes $8,000,000 of the ~~IPO,~~underwriter’s deferred adiscount) ~~copy~~and the proceeds of ~~which~~the issale ~~attached~~of asthe ~~Exhibit 99~~Private Placement Units, was placed in a U.1S.-based trust account maintained by toContinental ~~this~~Stock ~~Current~~Transfer ~~Report~~& onTrust ~~Form 8-K~~Company, acting as trustee.

OnAn audited balance sheet as of June 20, 2025, reflecting the ~~Company~~receipt ~~issued~~of athe ~~press~~proceeds ~~release~~from ~~announcing~~ the ~~closing~~IPO ofand the ~~IPO,~~Private aPlacement ~~copy~~has ofbeen ~~which~~issued by the Company and is ~~attached~~included as Exhibit 99.2 1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed herewith:

Exhibit No.		Description
1.1		Underwriting Agreement, dated June 17, 2025, among the Company, CCM and Seaport, as representatives of the several underwriters.
99.1		Audited Balance Sheet as of June 20, 2025.
3.1		Amended and Restated Memorandum and Articles of Association of the Company.
4.1		Share Rights Agreement, dated June 17, 2025, by and between the Company and Continental Stock Transfer & Trust Company.
10.1		Investment Management Trust Agreement, dated June 17, 2025, by and between the Company and Continental Stock Transfer & Trust Company.
10.2		Registration Rights Agreement, dated June 17, 2025, by and among the Company, the Sponsor, CCM and Seaport, as representatives of the several underwriters.
10.3		Private Placement Units Purchase Agreement, dated June 17, 2025, between the Company and the Sponsor.
10.4		Private Placement Units Purchase Agreement, dated June 17, 2025, between the Company, CCM and Seaport.
10.5		Letter Agreement, dated June 17, 2025, by and among the Company, the Sponsor and each of the officers and directors of the Company.
10.6		Administrative Services Agreement, dated June 17, 2025, between the Company and the Sponsor.
10.7		Form of Indemnity Agreement.
99.1		Press Release, dated June 17, 2025.
99.2		Press Release, dated June 20, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AXIOM INTELLIGENCE ACQUISITION CORP 1
	By:	/s/ Douglas Ward
		Name:	Douglas Ward
		Title:	Chief Executive Officer
Dated: June 24, 2025
Dated: June 26, 2025

Filing Compare · Axiom Intelligence Acquisition Corp 1