Axiom Intelligence Acquisition 1 signed a Business Combination Agreement with Terra Quantum to take the company public through a Swiss PubCo structure. The transaction includes a SPAC merger into a Cayman Merger Sub under PubCo, followed by a merger of Swiss HoldCo into PubCo, with Terra Quantum holders receiving PubCo shares at a set exchange ratio. Up to 75 million additional PubCo shares may be issued as earnouts tied to 30-day VWAP thresholds of $12.50, $15.00, and $17.50 over eight years, with acceleration upon a qualifying change of control. Concurrent Sponsor and shareholder support agreements add voting commitments, non-redemption covenants, and 180-day lock-ups to enhance deal certainty and post-closing stability.
Agreement 1: Axiom Intelligence Acquisition to Merge With Terra Quantum Via Swiss PubCo; Earnout Up to 75M Shares
- Agreement type: Business Combination Agreement (SPAC merger creating Swiss PubCo and Cayman Merger Sub)
- Counterparty: Terra Quantum
- Signed / Effective: May 25 2026 / May 25 2026
- Duration / Termination: Until closing
- Reason: Take Terra Quantum public through SPAC merger
Agreement 2: Axiom Intelligence Acquisition Secures Sponsor Support With 180-Day Lock-Up and No-Redemption Pact
- Agreement type: Sponsor Support Agreement with voting, non-redemption and lock-up covenants
- Counterparty: Axiom Intelligence Holdings 1
- Signed / Effective: May 25 2026 / May 25 2026
- Duration / Termination: Until closing; lock-up 180 days post-closing
- Reason: Ensure votes, prevent redemptions, and bolster deal certainty
Agreement 3: Terra Quantum Holders Sign Voting and Lock-Up to Back Axiom SPAC Merger
- Agreement type: Shareholder Voting, Support and Lock-Up Agreement
- Counterparty: Certain Terra Quantum shareholders
- Signed / Effective: May 25 2026 / May 25 2026
- Duration / Termination: Until closing; lock-up 180 days post-closing
- Reason: Secure shareholder approvals and post-merger stability
Original SEC Filing:
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