Axiom Intelligence SPAC signs $15M termination-fee deal to combine with Terra Quantum AG

Axiom Intelligence Acquisition Corp 1

Up to 75M earnout shares in three tranches at $12.50, $15.00, $17.50 VWAP thresholds over 8 years.
SPAC CEO Douglas Ward must pay $15M termination fee if SPAC terminates during diligence review.
Sponsor and Company shareholders subject to 180-day lock-up; early release if VWAP >= $12.00 for 20 of 30 days.
PubCo board to consist of 7 directors: 5 from Company, 2 from SPAC.
Every 10 SPAC Rights convert to 1 ordinary share immediately prior to the merger.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.99

Axiom Intelligence Acquisition Corp 1 entered into Business Combination Agreement with Terra Quantum AG (effective 2026-05-25).

Action: entry
Agreement: merger
Counterparty: Terra Quantum AG
Effective: 2026-05-25

Exact text from the filing

On May 25, 2026, Axiom Intelligence Acquisition Corp 1, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“ SPAC ”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “ Business Combination Agreement ”), with Terra Quantum AG

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Axiom Intelligence Acquisition Corp 1 filing history →

Source: SEC EDGAR

accession 0001213900-26-062446

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