Axiom Intelligence Acquisition Corp 1

Axiom Intelligence Acquisition Corp 1 (the "Company") is a blank check company, incorporated on January 30, 2025, as a Cayman Islands exempted company, formed for the purpose of effecting a Business Combination with one or more businesses or entities ¹. The Company has not generated any operating revenues to date and does not expect to do so until it consummates its initial Business Combination ². Its efforts have been limited to organizational activities, activities related to its Initial Public Offering (IPO), and searching for and consummating a Business Combination ³. The Company is focusing its search on targets within the European infrastructure industry ⁴.

The European infrastructure market is identified as an appealing opportunity for investors, driven by emerging priorities such as national security, supply chain autonomy, and energy efficiency ⁵. Major funding vehicles and policies like NextGenerationEU, the Cohesion Policy, the Strategic Infrastructure Investment Fund (SIIF), and the Connecting Europe Facility are aimed at modernizing European infrastructure across traditional infrastructure, infrastructure networks, clean energy infrastructure, and digital infrastructure ⁶. The G20's Global Infrastructure Outlook estimates that the European infrastructure investment gap could reach US$2 trillion by 2040 ⁷. The Connecting Europe facility has quadrupled its funding, and the SIIF plans to support €660 billion per year in energy transition spending over the next five years ⁸.

The Company's core business model is to identify and complete a Business Combination with a target business. It generates non-operating income from interest earned on investments held in the Trust Account ⁹. The primary customer segments are not applicable as the Company is a blank check company and has not yet engaged in operations or identified a target business. The Company's platform dynamics involve offering a target business an alternative to a traditional IPO, potentially providing a more expeditious and cost-effective method to becoming a public company ¹⁰.

The Company has identified several sectors within European infrastructure as its main focuses for a Business Combination. In the Energy sector, the European power transmission and distribution market is projected to reach $92.5 billion by 2030, with a compound annual growth rate (CAGR) of 3.6% ¹¹. The Digital sector includes the European data center market, which reached $54.5 billion in 2023 and is projected to grow to $118.2 billion by 2032, exhibiting a CAGR of 8.9% during 2024-2032 ¹². The European edge computing market is expected to reach $50.8 billion by 2032 ¹³. In the Transportation sector, 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% ¹⁴. European maritime transport sales are projected to reach approximately $190.4 billion by 2028, an increase from about $180.0 billion in 2023, reflecting a steady annual growth rate of 1.6% ¹⁵. 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% from 2024 to 2031 ¹⁶. The integration of artificial intelligence (AI) into the broader infrastructure sector is also a key focus, with an aggregated amount of $200 billion to $280 billion of value potentially unlockable by generative AI in the telecom industry ¹⁷.

For the period from January 30, 2025 (inception) through December 31, 2025, the Company reported net income of $3,649,620 ¹⁸. This consisted of interest earned on investments held in the Trust Account of $4,234,694 ¹⁹, offset by general and administrative expenses of $585,074 ²⁰. The Company had cash of $736,280 ²¹ and marketable securities held in the Trust Account of $204,234,694 as of December 31, 2025 ²². The redemption value for Class A Ordinary Shares subject to possible redemption was approximately $10.21 per share as of December 31, 2025 ²³. Basic and diluted net income per share for Redeemable Class A Ordinary Shares was $0.20 ²⁴, and for Non-redeemable Class A and Class B Ordinary Shares was also $0.20 ²⁵. Total liabilities were $8,104,774 ²⁶, including a Deferred Fee of $8,000,000 ²⁷. The Company's working capital was $766,937 ²⁸.

The Company's financial performance for the period from January 30, 2025, to December 31, 2025, reflects its status as a blank check company. It generated non-operating income of $4,234,694 from interest on Trust Account investments ²⁹, which exceeded its general and administrative expenses of $585,074 ³⁰, resulting in a net income of $3,649,620 ³¹. Cash used in operating activities was $260,978 ³². The Company's liquidity needs were satisfied through a $25,000 contribution from the Sponsor ³³, a loan under the IPO Promissory Note, and net proceeds from the IPO and Private Placement held outside the Trust Account ³⁴.

During the reported period, the Company consummated its IPO on June 20, 2025, selling 20,000,000 Public Units at $10.00 per unit, generating gross proceeds of $200,000,000 ³⁵. Simultaneously, it completed a private sale of 600,000 Private Placement Units at $10.00 per unit, generating gross proceeds of $6,000,000 ³⁶. A total of $200,000,000 from these proceeds was placed in the Trust Account ³⁷. The Underwriters partially exercised their Over-Allotment Option, purchasing 2,500,000 Option Units ³⁸. The IPO Promissory Note of $300,000 was fully repaid on August 4, 2025 ³⁹, and advances from the Sponsor of $702,742 were also repaid on the same date ⁴⁰. The Company incurred total fees of $12,624,206, including a $4,000,000 cash underwriting fee and an $8,000,000 Deferred Fee ⁴¹.

The Company's primary objective is to complete an initial Business Combination by June 20, 2027, which is 24 months from the closing of its Initial Public Offering, or by an earlier liquidation date approved by its Board, or a later date approved by its shareholders ⁴². If the Business Combination is not consummated by the end of this Combination Period, the Company's existence will terminate, and all amounts in the Trust Account will be distributed ⁴³. The Company may seek to extend the Combination Period, which would require shareholder approval and could lead to redemptions that decrease the amount in the Trust Account and affect its Nasdaq listing ⁴⁴.

The Company is focusing its search for a Business Combination on targets within the European infrastructure industry, specifically identifying opportunities in the Energy, Digital, and Transportation sectors ⁴⁵. In the Energy sector, the European power transmission and distribution market is expected to reach $92.5 billion by 2030, growing at a CAGR of 3.6% ⁴⁶. This growth is driven by the expansion of renewable energy sources and the need for grid upgrades ⁴⁷. The Digital sector presents opportunities in the European data center market, projected to grow from $54.5 billion in 2023 to $118.2 billion by 2032, with an 8.9% CAGR ⁴⁸, and the European edge computing market, expected to reach $50.8 billion by 2032 ⁴⁹. These are fueled by demand for cloud services, data protection regulations, and advanced technologies like 5G and IoT ⁵⁰. The Transportation sector includes the European airline industry, valued at $45.0 billion in 2023 and projected to reach $70.1 billion by 2032, with a 6.7% CAGR ⁵¹, and the European freight and logistics market, valued at $2.4 trillion in 2023 and projected to reach $3.8 trillion by 2031, growing at a CAGR of 5.4% ⁵². The integration of AI across these infrastructure sectors is also seen as a significant value-unlocking opportunity, with generative AI potentially unlocking $200 billion to $280 billion in value in the telecom industry alone ⁵³.

Operationally, the Company expects to incur increased expenses as a public company for legal, financial reporting, accounting, and auditing compliance, as well as for due diligence expenses related to its acquisition plans ⁵⁴. The Company's liquidity needs are currently satisfied, with cash held outside the Trust Account of approximately $736,280 and working capital of $766,937 as of December 31, 2025 ⁵⁵. These funds are primarily used to identify and evaluate target businesses, perform due diligence, and cover transaction costs ⁵⁶. The Company does not believe it will need to raise additional funds for operating its business, but acknowledges that if its cost estimates for identifying and negotiating a Business Combination are too low, it may have insufficient funds ⁵⁷.

The Company may need to obtain additional financing to complete its initial Business Combination, especially if the transaction requires more cash than available in the Trust Account or if a significant number of Public Shares are redeemed ⁵⁸. This could involve issuing additional securities or incurring debt, which may dilute Public Shareholders' interests or impose restrictive covenants ⁵⁹. Up to $1,500,000 of Working Capital Loans from the Sponsor or affiliates may be converted into units of the post-Business Combination entity at $10.00 per unit ⁶⁰. The Company has not taken steps to secure third-party financing and cannot assure its availability ⁶¹.

The Company faces several material risks, including the fundamental risk of being a blank check company with no operating history or revenues, meaning shareholders have a limited basis to evaluate its ability to achieve its business objective of completing an initial Business Combination ⁶². There is a risk that the Company may not complete its initial Business Combination within the Combination Period, which would lead to liquidation and redemption of Public Shares, with Rights expiring worthless ⁶³. The increasing number of SPACs could lead to scarcer attractive targets and increased competition, potentially raising the cost of a Business Combination or preventing its consummation ⁶⁴. Geopolitical conditions and armed conflicts, such as those in Ukraine and the Middle East, could materially adversely affect the search for a target business and the business of any post-combination company, leading to market disruptions, volatility in commodity prices, and supply chain interruptions ⁶⁵. Changes in laws or regulations, including international trade policies, tariffs, and treaties, could also adversely affect the Company's business and its ability to complete a Business Combination ⁶⁶. The Company may be unable to obtain additional financing needed for a Business Combination or for the operations and growth of a target business, which could compel it to restructure or abandon a transaction ⁶⁷. Furthermore, the ability of Public Shareholders to redeem a large number of Ordinary Shares and the payment of the $8,000,000 Deferred Fee could limit the Company's ability to complete the most desirable Business Combination or optimize its capital structure, potentially diluting Public Shareholders' investment ⁶⁸.

Management's message to shareholders emphasizes the Company's status as a blank check company focused on identifying and consummating a Business Combination within the European infrastructure industry. The Management Team, led by Chief Executive Officer Douglas Ward and Chief Financial Officer W. Robert Dilling, Jr., is highlighted for its experience in executive leadership and strategic transactions ⁶⁹. A key strategic priority is to complete the initial Business Combination by June 20, 2027 ⁷⁰. Management also stresses the potential for value creation through the integration of artificial intelligence into infrastructure assets across target sectors, citing an aggregated amount of $200 billion to $280 billion of value potentially unlockable by generative AI in the telecom industry ⁷¹. The Company's financial position as of December 31, 2025, includes funds available for a Business Combination of $204,234,694, before payment of $8,000,000 of Deferred Fees and excluding $736,280 held outside of the Trust Account for working capital ⁷². Management acknowledges the need to manage increased expenses as a public company and for due diligence activities ⁷³.