Axiom Intelligence Acquisition Corp 1-A美股招股说明书(2025-06-18版)

Axiom Intelligence Acquisition Corp 1 17,500,000Units AxiomIntelligence Acquisition Corp 1 is a blank check company incorporated as aCaymanIslands exempted company and formed for the purpose of effecting a merger,amalgamation,share exchange,asset acquisition,share purchase,reorganization orsimilarbusiness combination with one or more businesses,which we refer tothroughoutthis prospectus as our initial business combination.We have not selectedanybusiness combination target and we have not,nor has anyone on our behalf,initiatedany substantive discussions,directly or indirectly,with any businesscombination target. While we may pursue an initial business combination target in anystage of its corporate evolution or in any industry or sector, we intend to focus ourinitial search on companies in the European infrastructure industry. This is an initial public offering of our securities. Each unit has an offering priceof$10.00 and consists of one Class A ordinary share and one right to receive one-tenth(1/10)of a ClassAordinary share upon the consummation of an initialbusiness combination, as described in more detail in this prospectus. We refer to therightsincluded in the units as Share Rights.The underwriters have a 45-day optionfromthe date of this prospectus to purchase up to an additional 2,625,000 units tocover over-allotments, if any. We will provide our public shareholders (excluding our sponsor, initial shareholders,officers and directors to the extent they acquire public shares) with the opportunityto redeem, regardless of whether they abstain, vote for, or vote against, our initialbusinesscombination,all or a portion of their ClassAordinary shares that weresoldas part of the units in this offering,which we refer to collectively as ourpublic shares, upon the completion of our initial business combination at a per-shareprice,payable in cash,equal to the aggregate amount then on deposit in the trustaccountdescribed below as of twobusinessdaysprior to the consummation of ourinitialbusiness combination,including interest earned on the funds held in thetrustaccount(net of amounts withdrawn to pay taxes,if any),divided by the numberofthen outstanding public ClassAordinary shares,subject to the limitations andontheconditionsdescribedherein.See“Summary—TheOffering—Redemptionrightsforpublicshareholdersuponcompletionofour initial business combination”on page 35 and“Summary—TheOffering—Redemptionofpublicsharesanddistributionandliquidationifnoinitial business combination”on page 41 for moreinformation. Notwithstandingthe foregoing redemption rights,if we seek shareholder approval ofour initial business combination and we do not conduct redemptions in connection withourinitial business combination pursuant to the tender offer rules,our amended andrestatedmemorandum and articles of association provides that a public shareholder,togetherwith any affiliate of such shareholder or any other person with whom suchshareholderis acting in concert or as a“group”(as defined under Section13oftheSecurities ExchangeActof1934,as amended(the“ExchangeAct”),will berestricted from redeeming its shares with respect to more than an aggregate of 15% oftheshares sold in this offering without our prior consent.However,we would not berestrictingour shareholders’ability to vote all of their shares(including allsharesheld by those shareholders that hold more than 15%of the shares sold in thisoffering)for or against our initial business combination.See“Summary—TheOffering—Limitationon redemption rights of shareholders holding 15%ormore of the shares sold in this offering if we hold shareholder vote”onpage 40 for further discussion on certain limitations on redemptionrights. Our sponsor, Axiom Intelligence Holdings 1 LLC, a Delaware limited liability company,Cohen&Company Capital Markets,a division of J.V.B.Financial Group,LLC,who wereferto as CCM,and Seaport Global Securities LLC,who we refer to as Seaport,therepresentativesof the underwriters,have committed,pursuant to written agreements,to purchase from us an aggregate of 550,000 private placement units (or up to 602,500privateplacement units if the underwriters’over-allotment option is exercised infull)at$10.00 per unit for an aggregate purchase price of$5,500,000(or up to $6,025,000if the underwriters’over-allotment option is exercised in full)in aprivateplacement that will close simultaneously with the closing of this offering.Eachprivate placement unit consists of one ClassAordinary share and one ShareRight.We refer to these units throughout this prospectus as the private placementunitsand the Share Rights included in the private placement units as privateplacement rights. Of those 550,000 Table of Contents privateplacement units,our sponsor has agreed to purchase 375,000privateplacement units (or up to 401,250private placement units if the underwriters’ over-allotmentoption is exercised in full)and the underwriters have agreed to purchase175,000privateplacement units(or up to 201,