Form 8-K Axiom Intelligence Acqui For: Jul 27

July 28, 2026 5:28 PM EDT
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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): July 28, 2026 (July 27, 2026)

 

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)   (I.R.S. Employer
Identification Number)

 

89 Nexus Way, Camana Bay

Grand Cayman, KY1-9009

Cayman Islands

(Address of principal executive offices)

 

(763) 343-8772

(Registrant’s telephone number, including area code)

 

N/A
(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))

 

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 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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.

 

Sponsor Promissory Note

 

On July 27, 2026, Axiom Intelligence Acquisition Corp 1 (the “Company”) issued an unsecured promissory note (the “Note”) in the principal amount of up to $1,000,000 to Axiom Intelligence Holdings 1 LLC (the “Sponsor”), the Company’s sponsor, for the Company’s working capital needs. The Note does not bear interest and matures upon the earlier of the closing of an initial business combination by the Company and the Company’s liquidation.

 

Amounts outstanding under the Note are convertible, at the option of the Sponsor, into units of the Company (the “Conversion Units”), at a conversion price of $10.00 per Conversion Unit, with each unit consisting of one of the Company’s Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Share”), and one right to receive one-tenth of one Class A Ordinary Share upon consummation of the Company’s initial public offering (“IPO”). The Conversion Units will be identical to the private placement units issued to the Sponsor at the time of the Company’s IPO and are entitled to registration rights.

 

The foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

  

Item 9.01. Financial Statements and Exhibits.

 

The following exhibits are being filed herewith:

 

(d) Exhibits:

 

Exhibit No.   Description
10.1   Promissory Note issued to Axiom Intelligence Holdings 1 LLC.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

  

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
     
Date: July 28, 2026 By: /s/ Douglas Ward
    Name: Douglas Ward
    Title: Chief Executive Officer and Director

 

2

 

ATTACHMENTS / EXHIBITS

PROMISSORY NOTE ISSUED TO AXIOM INTELLIGENCE HOLDINGS 1 LLC

XBRL SCHEMA FILE

XBRL DEFINITION FILE

XBRL LABEL FILE

XBRL PRESENTATION FILE

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IDEA: FilingSummary.xml

IDEA: MetaLinks.json

IDEA: ea0299366-8k_axiom1_htm.xml



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