Axiom Intelligence Acquisition Corp 1 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to our Management, including our Certifying Officers, as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of December 31, 2025. 34 We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Management’s Annual Report on Internal Control over Financial Reporting This Report does not include a report of Management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies. Changes in Internal Control over Financial Reporting Not applicable. Item 9B. Other Information. Trading Arrangements During the quarterly period ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. Additional Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 35 PART III Item 10. Directors, Executive Officers and Corporate Governance. Directors and Executive Officers As of the date of this Report, our directors and officers are as follows: Name Age Position Richard H. Dodd 63 Executive Chairman of the Board Douglas Ward 38 Chief Executive Officer and Director W. Robert Dilling, Jr. 65 Chief Financial Officer Daniel Mamadou 54 President Christoph Ackermann 60 Chief Operating Officer Dr. Claire Handby 50 Independent Director Steven Leighton 65 Independent Director Christopher Ellis 62 Independent Director The experience of our directors and executive officers is as follows: Richard Dodd — Executive Chairman Richard Dodd has served as our Executive Chairman since inception. Since July 2023, Mr. Dodd has served as a strategic advisor to CertifyIP, a provider of intellectual property protections to creative workers and companies. From May 2010 to September 2024, he served as the Managing Partner of NewMarket Partners Ltd, an advisory services provider. From April 2023 to December 2023, he served as the Chief Executive Officer of 4 th Utility, an internet services provider supplying full fiber connectivity across the U.K. From January 2022 to February 2023, Mr. Dodd served as a Director at Sarratt Holdings Limited. He served as the Executive Director and Chief Operating Officer of Speik (Aeriandi Ltd), a cloud software company that provides secure hosted voice services to merchants, banks and telecom providers, from February 2015 to October 2018. Prior to that, Mr. Dodd was a member of the advisory board at LucidCX, a customer software management software and services provider, from April 2015 to June 2017, and from June 2012 to July 2015 he served as a non-executive director and the chair of the audit committee at the Concerto Group, where Mr. Dodd restructured the Board and the executive team of a distressed privately-owned hospitality business. From March 2004 to February 2010, Mr. Dodd served as regional Chief Executive Officer and Managing Director of M&A at Cable & Wireless PLC, where he integrated disparate portfolios and led the M&A team in divestment, acquisition and footprint expansions and minority buyouts. From January 2004 to June 2005, Mr. Dodd served as the Co-Founder and the Managing Director at Blue Saffron Ltd. Prior to that, Mr. Dodd was the Head of the technologies, media and telecommunications Practice at consulting firm AT Kearney Ltd. Mr. Dodd holds a Bachelor’s degree in engineering from the University of Bristol, and obtained his Master of Business Administration from the University of Virginia, Darden School of Business. We believe Mr. Dodd’s significant experience both as a director and in the technology industry makes him well qualified to serve on our Board of Directors. Daniel Mamadou — President Daniel Mamadou has served as our President since inception. Mr. Mamadou founded Welsbach Holdings Pte Ltd, a technology metals specialist advisor, in January 2021 and initially served as its Chief Executive Officer, but now acts as Chairman. From July 2021 to February 2026, he served as the Chief Executive Officer and Chairman of the Board of Welsbach Technology Metals Acquisition Corp., a special purpose acquisition company that has since merged into Evolution Metals & Technology following completion of a Business Combination. Since December 2021, Mr. Mamadou has served as Managing Director of Greenland Minerals Ltd, which owns 100% of the Kvanefjeld rare earth project in Greenland. Mr. Mamadou founded Talaxis Limited, the Technology Metals group within Noble Group, in January 2015, and served as its Executive Director from January 2015 to December 2020. From 2011 to 2014, Mr. Mamadou was an investment banker at Nomura Securities, and served as Head of the Corporate Solutions and Financing Group for the Asia-Pacific region. At Nomura, Mr. Mamadou led the investment banking team covering the Asia-Pacific region. From 2003 to 2011, Mr. Mamadou was the head of the Corporate Markets and Treasury Solutions team at Deutsche Bank in Hong Kong, covering the Asia-Pacific region. From 2001 to 2003, Mr. Mamadou was an independent financial advisor and invested his own capital as a principal. From 1999 to 2001, Mr. Mamadou worked for The Goldman Sachs Group within the FICC and Equities division in London. From 1997 until 1999, Mr. Mamadou was at Deutsche Bank in London, on the fixed income derivatives structuring desk for Iberia. Mr. Mamadou obtained his Bachor of Arts degree in business management and marketing from ESIC Business & Marketing School, and holds a Master of Science degree in International Securities and Investment Banking, Corporate, Finance, and Securities Law at University of Reading. 36 Douglas Ward — Chief Executive Officer and Director Douglas Ward has served as our Chief Executive Officer since inception. Mr. Ward is an investor in various businesses including Conquer AI, a software engineering company, Mosskind, an international consultancy specializing in organizational change, effectiveness, and talent acquisition services, and Hireable, an AI-powered software that empowers organizations with innovative tools for the delivery of career transition support. Additionally, Mr. Ward has been a real estate investor in Three Wards Ltd, a real estate company, since March 2024. Since February 2021, Mr. Ward has been serving as the Chief Executive Officer at UKV3 Ltd, a management consulting services firm he owns. From November 2018 to September 2020, Mr. Ward served as the Co-Chief Executive Officer and Co-Founder at Telcom Group, an internet services provider focusing on the biggest landlords and tech businesses in the U.K. Prior to that, he was an advisory partner at Tech Nation from July 2013 to April 2020. In September 2017, he co-founded Nodetechuk, which aims to create outstanding connectivity experiences for occupiers, real estate owners and managers, and served as its director from February 2019 to March 2020. In April 2012, Mr. Ward co-founded Tech Britain, an online resource that highlights the people, companies, finance and spaces that comprise each of the United Kingdom’s tech clusters, after which he also co-founded SpacePortX, Manchester’s home for tech entrepreneurs working on scalable software together. Mr. Ward attended Manchester Metropolitan University. We believe Mr. Ward’s significant experience in telecommunications, technology and physical infrastructure deployment makes him well qualified to serve on our Board of Directors. W. Robert Dilling, Jr. — Chief Financial Officer W. Robert Dilling, Jr. has served as our Chief Financial Officer since inception. Since January 2020, he has served as a Managing Partner at Videmus Group, a provider of fractional CFO services for privately held businesses. Mr. Dilling is an experienced Chief Financial Officer with significant experience in financial and operational leadership across diverse industries. From August 2021 to December 2023, he served as the Chief Financial Officer at Cureatr, Inc., a developer of a cloud-based medication management software designed to optimize patient care. In December 2023, a petition for assignment for the benefit of creditors of Cureatr was filed in the Court of Chancery in the State of Delaware and its assets were subsequently liquidated for the benefit of its creditors. From December 2013 to August 2021, Mr. Dilling worked as the Vice President of Finance at Marcou Transportation Group. From March 2015 to October 2019, Mr. Dilling served as a partner at Exceptional Leaders International, a transformation company that guides middle-market organizations through transitions. From July 2007 to February 2014, Mr. Dilling was the Chief Financial Officer and Treasurer at INSCO Inc., a private equity backed distributor of technically engineered products and services. From August 2005 to January 2010, Mr. Dilling was a Partner at Tatum (now owned by Ranstad), an executive services firm providing interim leadership, consulting and executive search services. From 2005 to 2007, Mr. Dilling worked as the Chief Financial Officer at Pemco Corp. Mr. Dilling earned his Bachelor of Science in Electrical Engineering degree from West Virginia University, and a Master of Business Administration from the University of Virginia, Darden School of Business. Christoph Ackermann — Chief Operating Officer Christoph Ackermann has served as our Chief Operating Officer since inception. Since July 2023, Mr. Ackermann has been a strategic advisor at CertifyIP, while serving as the business partner at Coaching Quest from December 2023 to January 2025. Since February 2014, Mr. Ackermann has served as an executive director of Paffy 10 Limited, where he has served as a transformation consultant for various companies including Oakley Capital, Carlsquare GmbH, and HSBC. From January 2023 to February 2024, Mr. Ackermann served as a senior consultant at MAAT S.R.L., and the Chief Operating Officer at Sarratt holdings Limited, a women’s health and wellness start-up. From April 2019 to September 2019, Mr. Ackermann served as the senior associate consultant at Alchemmy, a consultancy firm, and worked as an integration manager at CatCap from May 2018 to October 2018. From March 2014 to November 2015, Mr. Ackermann worked at HSBC in London as the Program Manager at Fixed Income and from October 2011 to February 2014, he served as the Partner and Chief Operating Officer at Tenzing Partner. Mr. Ackermann served as the Chief Operating Officer at Citi Group Global Markets from March 2011 to August 2011, and prior to that, he worked at Deutsche Bank on the global finance and FX (GFFX) team, a strategy group formed within the bank focusing on risk management and liquidity, eventually serving as Chief Operating Officer. Mr. Ackermann holds a Bachelor’s degree in Business Administration from the European University in Brussels, and a Master of Business Administration in International Management from the Thunderbird School of Global Management. 37 Dr. Claire Handby — Independent Director Dr. Claire Handby has served as a member of our Board of Directors since June 2025. Dr. Handby has served as a business growth coach, writer, keynote speaker and leader of different organizations across multiple industries. She has more than 15 years of experience at three of the largest international accounting and professional services firms. She has served as a Non-Executive Director at Hireable since August 2023. Since November 2023, Dr. Handby has served as Executive Director at Dr. Claire Handby Business Leadership Ltd, where she assists companies in transformation, portfolio leadership, assurance and C-suite business growth. From March 2021 to July 2023, Dr. Handby served as a Director at KPMG LLP, focusing on deal advisory practice requirements within the infrastructure and government sectors. From September 2016 to March 2021, Dr. Handby worked as a Director at Deloitte UK, where she was in the financial advisory practice and focused on helping central and local government, public sector organizations, as well as private sector businesses to improve their performance. Before that, she worked as a Manager and Senior Manager at EY LLP from 2008 to 2016. From November 2004 to August 2008, Dr. Handby worked as a Senior Project Manager at Mace Group, a provider of business consulting and construction services. Before that, she worked as the Senior Planning and Resources Manager and Infrastructure Package Manager at Laing O’Rourke. Dr. Handby holds a Bachelor of Science degree in Construction Management from Northumbria University, and an Honorary Doctorate degree in Business Administration from the University of Salford. We believe Dr. Handby’s significant experience in major infrastructure investment, build and management in the public and private sector makes her well qualified to serve on our Board of Directors. Steven Leighton — Independent Director Steven Leighton has served as a member of our Board of Directors since June 2025. Since May 2025, he has served as a partner at Jenson Ventures, a venture capital firm. From October 2023 to April 2025, Mr. Leighton served as the Chief Executive Officer at Zapgo, a UK-based electric charge point operator, and has subsequently served as an ambassador for the company. Since February 2023, Mr. Leighton has served as an advisor at Voneus Broadband, a provider of broadband network connections focused on installing high-speed broadband in rural locations, after working as its Chief Executive Officer from 2011 to February 2023. Mr. Leighton has served as the Chair of ISPA Council of ISPA UK, a trade association of telecommunications providers, since June 2022. From June 2007 to April 2011, Mr. Leighton worked as the Chief Operation Operations Officer at Findsyou Limited, and he worked as the Director at Greenroom Digital from October 2004 to May 2007. Prior to that, Mr. Leighton was a co-founder and sales and marketing director at Keycom PLC from 2000 to 2004 and the Head of Communications Sponsorship at the Department for Business, Innovation and Skills, a U.K. government department, from March 1996 to February 2000. We believe Mr. Leighton’s significant experience in telecommunications and energy distribution makes him well qualified to serve on our Board of Directors. Christopher Ellis — Independent Director Christopher Ellis has served as a member of our Board of Directors since June 2025. Mr. Ellis is a financial and strategic advisor with many years of experience managing complex transactions, capital structuring and distressed situations. Since 2000, he has served as a partner in Reel Hospitality, a New England based restaurant company. Mr. Ellis served as an operating partner with The East India Company LLC, a real estate business in the United States, from 2002 until 2024. From 2012 until 2020, he served as managing director of Consensus Advisors Ltd (now named Dfin Ltd), a boutique investment bank, and from 2007 until 2012 served as its president and managing member. Mr. Ellis is a registered representative of Consensus Securities LLC. From 2016 to 2017, he served as interim chairman of Diamondcorp plc, an AIM-listed company operating a diamond mine in South Africa. Mr. Ellis is a registered FINRA General Securities Representative (Series 7, Series 63), Investment Banking Representative (Series 79), and was appointed a Bankruptcy Court examiner in the Southern District of New York by the Department of Justice. We believe Mr. Ellis’ significant experience in investment banking, financial management and mergers and acquisitions makes him well qualified to serve on our Board of Directors. Family Relationships No family relationships exist between any of our directors or executive officers. Involvement in Certain Legal Proceedings There are no material proceedings to which any director or executive officer has been involved in the last ten years that are material to an evaluation of the ability or integrity of any director or officer. 38 Number and Terms of Office of Officers and Directors Our Board of Directors consists of five members and is divided into three classes with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. Prior to the closing of our initial Business Combination, only holders of our Class B Ordinary Shares are entitled to vote on the appointment and removal of directors or continuing our Company in a jurisdiction outside the Cayman Islands (including any Special Resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Our Public Shareholders are not entitled to vote on such matters during such time. These provisions of our Amended and Restated Articles relating to these rights of holders of Class B Ordinary Shares may be amended by a Special Resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of our initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of our shareholders, voting together as a single class. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, which consists of Mr. Ellis, will expire at our first annual general meeting. The term of office of the second class of directors, which consists of Dr. Handby and Mr. Leighton, will expire at the second annual general meeting. The term of office of the third class of directors, which consists of Mr. Dodd and Mr. Ward, will expire at the third annual general meeting. Our officers are appointed by the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms of office. Our Board of Directors is authorized to appoint officers as it deems appropriate pursuant to our Amended and Restated Articles. Committees of the Board of Directors Our Board of Directors has established two standing committees: the Audit Committee and the Compensation Committee. Subject to phase-in rules, the Nasdaq Rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Each committee operates under a charter that has been approved by our Board and has the composition and responsibilities described below. Audit Committee Our Board of Directors has established an Audit Committee. Dr. Handby, Mr. Leighton and Mr. Ellis serve as the members of our Audit Committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have three members of the Audit Committee, all of whom must be independent. Dr. Handby, Mr. Leighton and Mr. Ellis are each independent. Mr. Ellis serves as the chairman of the Audit Committee. Each member of the Audit Committee is financially literate and our Board of Directors has determined that Mr. Ellis qualifies as an “audit committee financial expert” as defined in applicable SEC rules. We have adopted Audit Committee charter, which details the principal functions of the Audit Committee, including: ● assisting Board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us; ● pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm have with us in order to evaluate their continued independence; ● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; 39 ● meeting to review and discuss our annual audited financial statements and quarterly financial statements with Management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; ● reviewing with Management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the FASB, the SEC or other regulatory authorities; ● advising the Board and any other Board committees if the clawback provisions of the SEC Clawback Rule are triggered based upon a financial statement restatement or other financial statement change, with the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject to the SEC Clawback Rule; and ● and implementing and overseeing our cybersecurity and information security policies, and periodically reviewing the policies and managing potential cybersecurity incidents. Compensation Committee Our Board of Directors has established the Compensation Committee. The members of our Compensation Committee are Dr. Handby, Mr. Leighton and Mr. Ellis. Dr. Handby serves as chair of the Compensation Committee. Under the Nasdaq Rules and applicable SEC rules, we are required to have a compensation committee of at least two members, all of whom must be independent. Dr. Handby, Mr. Leighton and Mr. Ellis are each independent. We have adopted a Compensation Committee charter, which details the principal functions of the Compensation Committee, including: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; ● reviewing and making recommendations to our Board of Directors with respect to the compensation, and any incentive compensation and equity-based plans that are subject to Board approval of all of our other officers; ● reviewing our executive compensation policies and plans; ● implementing and administering our incentive compensation equity-based remuneration plans; ● assisting Management in complying with our proxy statement and annual report disclosure requirements; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; ● producing a report on executive compensation to be included in our annual proxy statement; and ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. The charter also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the Compensation Committee must consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. 40 Director Nominations We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or the Nasdaq Rules. In accordance with Rule 5605(e)(2) of the Nasdaq Rules, a majority of the independent directors may recommend a director nominee for selection by our Board of Directors. Our Board of Directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are Dr. Handby, Mr. Leighton and Mr. Ellis. In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place. The Board of Directors also considers director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that wish to nominate a director for appointment to our Board of Directors should follow the procedures set forth in our Amended and Restated Articles. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our Board of Directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial Business Combination, our Public Shareholders do not have the right to recommend director candidates for nomination to our Board of Directors. Code of Ethics We have adopted the Code of Ethics. If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC rules or the Nasdaq Rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into this Report or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only. The foregoing description of the Code of Ethics does not purport to be complete and is qualified in its entirety by the terms and conditions of the Code of Ethics, a copy of which is attached hereto as Exhibit 14. Trading Policies We adopted the Insider Trading Policy, effective June 17, 2025, governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq Rules. The foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19. Item 11. Executive Compensation. None of our executive officers or directors have received any cash compensation for services rendered to us. We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our Sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial Business Combination, including the following payments, all of which, if made prior to the completion of our initial Business Combination, have been and will continue be paid from funds held outside the Trust Account: ● Repayment of up to an aggregate of $300,000 in loans made to us by our Sponsor to cover offering-related and organizational expenses pursuant to the IPO Promissory Note; ● Reimbursement for office space, utilities and secretarial and administrative support made available to us by an affiliate of our Sponsor, in an amount equal to $10,000 per month pursuant to the Administrative Services Agreement; 41 ● Payment of consulting, success or finder fees to our independent directors or their respective affiliates in connection with the consummation of our initial Business Combination; ● We may engage our Sponsor or an affiliate of our Sponsor as an advisor or otherwise in connection with our initial Business Combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions; ● Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial Business Combination; ● Repayment of Working Capital Loans that may be made by our Sponsor or an affiliate of our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial Business Combination. Up to $1,500,000 of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit at the option of the lender. Such units (and underlying securities) would be identical to the Private Placement Units (and underlying securities). Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans; and ● Our independent directors have received for their services as a director an indirect interest in an aggregate of 150,000 Founder Shares through membership interests in our Sponsor. After the completion of our initial Business Combination, directors or members of our Management Team who remain with us may be paid consulting or Management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed initial Business Combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of Management. It is unlikely the amount of such compensation will be known at the time of the proposed initial Business Combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the Board of Directors for determination, either by the Compensation Committee or by a majority of the independent directors on our Board of Directors. We do not intend to take any action to ensure that members of our Management Team maintain their positions with us after the consummation of our initial Business Combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial Business Combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our Management’s motivation in identifying or selecting a target business. but we do not believe that the ability of our Management to remain with us after the consummation of our initial Business Combination will be a determining factor in our decision to proceed with any potential Business Combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. Compensation Recovery and Clawback Policy Our Board of Directors approved the adoption of the Clawback Policy, effective June 17, 2025. in order to comply with the SEC Clawback Rule, and the Nasdaq Rules, as set forth in Nasdaq Listing Rule 5608. At no time during the fiscal year covered by this Report were we required to prepare an accounting restatement that required recovery of an erroneously awarded compensation pursuant to the Clawback Policy, a copy of which is attached hereto as Exhibit 97. 42 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of March 25, 2026 based on information obtained from the persons named below, with respect to the beneficial ownership of Ordinary Shares, by: ● each person known by us to be the beneficial owner of more than 5% of our issued and outstanding Ordinary Shares; ● each of our executive officers and directors that beneficially owns our Ordinary Shares; and ● all our executive officers and directors as a group. In the table below, percentage ownership is based on 27,266,667 Ordinary Shares, consisting of (i) 20,600,000 Class A Ordinary Shares and (ii) 6,666,667 Class B Ordinary Shares, issued and outstanding as of March 25, 2026. On all matters to be voted upon, except for (x) the appointment and removal of directors to the Board and (y) continuing our Company in a jurisdiction outside the Cayman Islands , holders of the Class A Ordinary Shares and Class B Ordinary Shares vote together as a single class, unless otherwise required by applicable law. Currently, all of the Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one-for-one basis. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the Private Placement Rights as these Private Placement Rights are not convertible within 60 days of the date of this Report. Class A Ordinary Shares Class B Ordinary Shares Approximate Percentage Name and Address of Beneficial Owner (1) Number of Shares Beneficially Owned Approximate Percentage of Class Number of Shares Beneficially Owned(2) Approximate Percentage of Class of Total Outstanding Ordinary Shares Axiom Intelligence Holdings 1 LLC(3)(5) 400,000 1.94 % 6,666,667 100.00 % 25.92 % Richard H. Dodd(3) 400,000 1.94 % 6,666,667 100.00 % 25.92 % Douglas Ward(3) 400,000 1.94 % 6,666,667 100.00 % 25.92 % W. Robert Dilling, Jr.(3) — — — — — Daniel Mamadou(3) — — — — — Christoph Ackermann(3) — — — — — Dr. Claire Handby(3)(4) — — — — — Steven Leighton(3)(4) — — — — — Christopher Ellis(3)(4) — — — — — All officers and directors as a group (8 persons) 400,000 2.1 % 6,666,667 100.00 % 25.92 % Glazer Parties(5) 1,202,000 5.83 % — — 4.41 % (1) Unless otherwise noted, the principal business address of each of the following entities or individuals is c/o Axiom Intelligence Acquisition Corp 1, Berkeley Square House, 2 nd Floor, Berkeley Square, London W1J 6BD45, United Kingdom. (2) Interests shown consist solely of Founder Shares, classified as Class B Ordinary Shares. Such Class B Ordinary Shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of our initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment. (3) Axiom Intelligence Holdings 1 LLC, our Sponsor, is the record holder of 6,666,667 Founder Shares and 400,000 Private Placement Shares. Richard H. Dodd and Douglas Ward are the managing members of our Sponsor and, as a result, hold voting and investment discretion with respect to the Ordinary Shares held of record by the Sponsor. Messrs. Dodd and Ward disclaim any beneficial ownership of the securities held by the Sponsor other than to the extent of their pecuniary interest therein, directly or indirectly. All of our officers and directors are members of our Sponsor. The independent directors indirectly hold an aggregate of 150,000 Founder Shares through membership interests in our Sponsor. Each such person disclaims any beneficial ownership of the reported Ordinary Shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. (4) Does not include indirect interest as a member of the Sponsor, Axiom Intelligence Holdings 1 LLC. The managing members of the Sponsor have allocated 50,000 Founder Shares to each of Dr. Handby, Mr. Ellis and Mr. Leighton, upon completion of our initial Business Combination, for their services as our independent directors. (5) According to a Schedule 13G filed with the SEC on August 14, 2025 by (i) Glazer Capital, LLC, a Delaware limited liability company (“Glazer Capital”, and (ii) Mr. Paul J. Glazer, a citizen of the United States (“Mr. Glazer”, and together with Glazer Capital, the “Glazer Parties”). The Public Shares reported therein are held by certain funds and managed accounts to which Glazer Capital serves as investment manager (collectively, the “Glazer Funds”). Mr. Glazer serves as the Managing Member of Glazer Capital, with respect to the Public Shares held by the Glazer Funds. The principal business address of each of the Glazer Parties is 250 West 55th Street, Suite 30A, New York, New York 10019. 43 Securities Authorized for Issuance under Equity Compensation Plans None. Changes in Control None. Item 13. Certain Relationships and Related Transactions, and Director Independence. On January 30, 2025, our Sponsor paid $25,000, or approximately $0.004 per share, to cover certain of our offering costs in exchange for 5,750,000 Founder Shares. On May 29, 2025, we capitalized US$95.8333 standing to the credit of our share premium account and applied such sum on the Sponsor’s behalf towards paying up in full (as to the full par value of US$0.0001 per share) an aggregate of 958,333 unissued Class B Ordinary Shares. 875,000 Class B Ordinary Shares were subject to forfeiture if the Over-Allotment Option was not exercised in full or in part by the Underwriters. On June 20, 2025, simultaneously with the closing of the Initial Public Offering, the Underwriters partially exercised the Over-Allotment Option and forfeited the unexercised balance. As a result of the partial exercise and the forfeiture of the Over-Allotment Option by the Underwriters, 833,334 Founder Shares are no longer subject to forfeiture and 41,666 Founder Shares were forfeited, resulting in the Sponsor holding 6,666,667 Founder Shares. Simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreements, we completed the private sale of an aggregate of 600,000 Private Placement Units to our Sponsor, CCM and Seaport in the Private Placement at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to our Company of $6,000,000. Of those 600,000 Private Placement Units, the Sponsor purchased 400,000 Private Placement Units, CCM purchased 160,000 Private Placement Units, and Seaport purchased 40,000 Private Placement Units. The Private Placement Units (and underlying securities) are identical to the Public Units (and underlying securities), except that, so long as they are held by our Sponsor or its permitted transferees, the Private Placement Units (and underlying securities) (i) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial Business Combination and (ii) will be entitled to registration. Prior to or in connection with the completion of our initial Business Combination, there may be payment by us to our Sponsor, officers or directors, or our or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial Business Combination, which, if made prior to the completion of our initial Business Combination, have been and will continue to be paid from funds held outside the Trust Account. Commencing on June 17, 2025, and until the completion of our Business Combination or liquidation, we may reimburse the Sponsor an aggregate of $10,000 per month for office space, utilities and secretarial and administrative services pursuant to the Administrative Services Agreement. For the period from January 30, 2025 (inception) through December 31, 2025, we incurred and paid an aggregate of $58,300 in fees for these services, of which such amount is included in accrued expenses in the balance sheet of the financial statements included elsewhere this Report. Prior to the closing of our Initial Public Offering, our Sponsor agreed to loan us an aggregate of up to $300,000 under the IPO Promissory Note. Such loans and advances were non-interest bearing and payable on the earlier of December 31, 2025, or the completion of our Initial Public Offering. The loan of $300,000 was fully repaid on August 4, 2025. No additional borrowing is available under the IPO Promissory Note. In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans as may be required. If we complete a Business Combination, we will repay such Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $10.00 per unit. The units (and underlying securities) would be identical to the Private Placement Units (and underlying securities). Other than as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans and except as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. Prior to the completion of our initial Business Combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account. 44 We have until June 20, 2027, 24 months from the closing of the Initial Public Offering, or until such earlier liquidation date as our Board of Directors may approve, to consummate our initial Business Combination. If we anticipate that we may be unable to consummate our initial Business Combination within the Combination Period, we may seek shareholder approval to amend our Amended and Restated Articles to extend the date by which we must consummate our initial Business Combination. If we seek shareholder approval for an extension, our Public Shareholders will be offered an opportunity to redeem their Public Shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (less taxes, if any), divided by the number of then issued and outstanding Public Shares, subject to applicable law. Any of the foregoing payments to our Sponsor, including repayments of loans from our Sponsor pursuant to the IPO Promissory Note or repayments of any Working Capital Loans prior to our initial Business Combination, have been and will continue to be made using funds held outside the Trust Account. After our initial Business Combination, members of our Management Team who remain with us may be paid consulting, Management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial Business Combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation. The holders of (i) the Founder Shares, (ii) the Private Placement Units and (iii) any private placement-equivalent units issued in connection with the Working Capital Loans (and in each case holders of their underlying securities, as applicable) are entitled to registration rights pursuant to the Registration Rights Agreement, requiring us to register such securities for resale in the case of the Founder Shares, only after conversion to our Class A Ordinary Shares. The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. CCM and Seaport may only make a demand on one occasion and only during the five-year period beginning on the effective date of the IPO Registration Statement. In addition, CCM and Seaport may participate in a “piggyback” registration only during the seven-year period beginning on the effective date of the IPO Registration Statement. We will bear the expenses incurred in connection with the filing of any such registration statements. Our Sponsor, directors and officers have entered into the Letter Agreement with us, pursuant to which, they have waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination within the Combination Period. However, if they acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination within the Combination Period. Additionally, pursuant to the Letter Agreement, our Sponsor, directors and officers will not propose any amendment to our Amended and Restated Articles to modify (i) the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (ii) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless we provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares. Pursuant to the Letter Agreement entered into with us, each of our Sponsor, directors and officers have agreed to a lock-up and restrictions on their ability to transfer, assign, or sell the Founder Shares and Private Placement Units and securities underlying the Private Placement Units. Further, the Sponsor membership interests are locked up and not transferable because the Letter Agreement prohibits indirect transfers. Our Letter Agreement may be amended without shareholder approval. Such transfer restrictions have been amended in connection with Business Combinations for certain other SPACs. While we do not expect our Board to approve any amendment to the Letter Agreement prior to our initial Business Combination, it may be possible that our Board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to the Letter Agreement. 45 Director Independence Nasdaq Rules require that a majority of our Board of Directors be independent within one year of our Initial Public Offering. An “independent director” is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Our Board of Directors has determined that each of Claire Handby, Christopher Ellis and Steven Leighton are “independent directors” as defined in the Nasdaq Rules and applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present. Item 14 . Principal Accountant Fees and Services. The following is a summary of fees paid or to be paid to Withum for services rendered. Audit Fees Audit fees consist of the aggregate fees for professional services rendered for the (audit of our year-end financial statements and services that are normally provided by Withum in connection with regulatory filings. The aggregate fees of Withum for professional services rendered for the (i) audit of our annual financial statements and (ii) review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the period from January 30, 2025 (inception) through December 31, 2025, totaled approximately $99,840. The above amounts include interim procedures and audit fees, as well as attendance at Audit Committee meetings. Audit-Related Fees Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Withum for any audit-related fees for the period from January 30, 2025 (inception) through December 31, 2025. Tax Fees Tax fees consist of the aggregate fees billed for professional services relating to tax compliance, tax planning and tax advice. We did not pay Withum for tax services, planning or advice for the period from January 30, 2025 (inception) through December 31, 2025. All Other Fees All other fees consist of the aggregate fees billed for all other services. We did not pay Withum for any other services for the period from January 30, 2025 (inception) through December 31, 2025. Pre-Approval Policy Our Audit Committee was formed upon the consummation of our Initial Public Offering. As a result, the Audit Committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our Audit Committee were approved by our Board of Directors. Since the formation of our Audit Committee, and on a going-forward basis, the Audit Committee has and will pre-approve all auditing services and permitted non-audit services performed and to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the Audit Committee prior to the completion of the audit). 46 PART IV Item 15. Exhibit and Financial Statement Schedules. (a) The following documents are filed as part of this Report: (1) Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100) F-2 Financial Statements: Balance Sheet as of December 31, 2025 F-3 Statement of Operations for the Period from January 30, 2025 (Inception) Through December 31, 2025 F-4 Statement of Changes in Shareholders’ Deficit for the Period from January 30, 2025 (Inception) Through December 31, 2025 F-5 Statement of Cash Flows for the Period from January 30, 2025 (Inception) Through December 31, 2025 F-6 Notes to Financial Statements F-7 to F-19 (2) Financial Statement Schedules All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto beginning on page F-1 of this Report. (3) Exhibits We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits that are incorporated herein by reference can be inspected on the SEC website at www.sec.gov. Item 16. Form 10-K Summary. Omitted at our Company’s option. 47 AXIOM INTELLIGENCE ACQUISITION CORP 1 INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100) F-2 Financial Statements: Balance Sheet as of December 31, 2025 F-3 Statement of Operations for the Period from January 30, 2025 (Inception) Through December 31, 2025 F-4 Statement of Changes in Shareholders’ Deficit for the Period from January 30, 2025 (Inception) Through December 31, 2025 F-5 Statement of Cash Flows for the Period from January 30, 2025 (Inception) Through December 31, 2025 F-6 Notes to Financial Statements F-7 to F-19 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Axiom Intelligence Acquisition Corp 1: Opinion on the Financial Statements We have audited the accompanying balance sheet of Axiom Intelligence Acquisition Corp 1 (the “Company”) as of December 31, 2025, and the related statements of operations, changes in shareholders’ deficit and cash flows for the period from January 30, 2025 (inception) through December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the period from January 30, 2025 (inception) through December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ WithumSmith+Brown, PC We have served as the Company’s auditor since 2025. New York, New York March 25, 2026 PCAOB ID Number 100 F- 2 AXIOM INTELLIGENCE ACQUISITION CORP 1 BALANCE SHEET DECEMBER 31, 2025 Assets Current Assets Cash $ 736,280 Prepaid expenses 135,431 Total Current Assets 871,711 Long-term prepaid insurance 48,783 Investments held in Trust Account 204,234,694 Total Assets $ 205,155,188 Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit Liabilities Current Liabilities Accrued offering costs $ 75,000 Accrued expenses 29,774 Total Current Liabilities 104,774 Deferred Fee 8,000,000 Total Liabilities 8,104,774 Commitments and Contingencies (Note 6) Class A Ordinary Shares subject to possible redemption, 20,000,000 shares at redemption value of $ 10.21 per share 204,234,694 Shareholders’ Deficit Preference shares, $ 0.0001 par value per share; 5,000,000 shares authorized; none issued and outstanding — Class A Ordinary Shares, $ 0.0001 par value per share; 500,000,000 shares authorized; 600,000 issued and outstanding (excluding 20,000,000 shares subject to possible redemption) 60 Class B Ordinary Shares, $ 0.0001 par value per share; 50,000,000 shares authorized; 6,666,667 shares issued and outstanding (1)(2) 667 Share subscription receivable — Additional paid-in capital — Accumulated deficit ( 7,185,007 ) Total Shareholders’ Deficit ( 7,184,280 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit $ 205,155,188 (1) On May 29, 2025, the Company, through a share capitalization, issued to the Sponsor an additional 958,333 Founder Shares, resulting in the Sponsor holding 6,708,333 Founder Shares in the aggregate. All share and per-share data has been retroactively presented (see Note 5). (2) Includes up to 875,000 Class B Ordinary Shares that were subject to forfeiture if the Over-Allotment Option was not exercised in full or in part by the Underwriters. On June 20, 2025, simultaneously with the closing of the Initial Public Offering, the Underwriters partially exercised the Over-Allotment Option and forfeited the unexercised balance. As a result of the partial exercise and the forfeiture of the Over-Allotment Option by the Underwriters, 833,334 Founder Shares are no longer subject to forfeiture and 41,666 Founder Shares were forfeited, resulting in the Sponsor holding 6,666,667 Founder Shares. (see Note 5). The accompanying notes are an integral part of these financial statements. F- 3 AXIOM INTELLIGENCE ACQUISITION CORP 1 STATEMENT OF OPERATIONS FOR THE PERIOD FROM JANUARY 30, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 General and administrative expenses $ 585,074 Loss from operations ( 585,074 ) Other income: Interest earned on investments held in Trust Account 4,234,694 Net income $ 3,649,620 Weighted average shares outstanding, Redeemable Class A Ordinary Shares 11,582,090 Basic net income per share, Redeemable Class A Ordinary Shares $ 0.20 Weighted average shares outstanding, Redeemable Class A Ordinary Shares 11,582,090 Diluted net income per share, Redeemable Class A Ordinary Shares $ 0.20 Weighted average shares outstanding, Non-redeemable Class A and Class B Ordinary Shares (1)(2) 6,663,383 Basic net income per share, Non-redeemable Class A and Class B Ordinary Shares $ 0.20 Weighted average shares outstanding, Non-redeemable Class A and Class B Ordinary Shares (1)(2) 6,862,388 Diluted net income per share, Non-redeemable Class A and Class B Ordinary Shares $ 0.20 (1) On May 29, 2025, the Company, through a share capitalization, issued to the Sponsor an additional 958,333 Founder Shares, resulting in the Sponsor holding 6,708,333 Founder Shares in the aggregate. All share and per-share data has been retroactively presented (see Note 5). (2) Excludes up to 875,000 Class B Ordinary Shares that were subject to forfeiture if the Over-Allotment Option was not exercised in full or in part by the Underwriters. On June 20, 2025, simultaneously with the closing of the Initial Public Offering, the Underwriters partially exercised the Over-Allotment Option and forfeited the unexercised balance. As a result of the partial exercise and the forfeiture of the Over-Allotment Option by the Underwriters, 833,334 Founder Shares are no longer subject to forfeiture and 41,666 Founder Shares were forfeited, resulting in the Sponsor holding 6,666,667 Founder Shares. (see Note 5). The accompanying notes are an integral part of these financial statements. F- 4 AXIOM INTELLIGENCE ACQUISITION CORP 1 STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE PERIOD FROM JANUARY 30, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 Class A Ordinary Shares Class B Ordinary Shares Additional Paid-in Accumulated Total Shareholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance — January 30, 2025 (inception) — $ — — $ — $ — $ — $ — Class B Ordinary Shares issued to Sponsor (1)(2) — — 6,708,333 671 24,329 — 25,000 Sale of 600,000 Private Placement Units 600,000 60 — — 5,999,940 — 6,000,000 Fair value of rights included in Public Units — — — — 3,160,000 — 3,160,000 Allocated value of transaction costs to Class A Ordinary Shares — — — — ( 217,356 ) — ( 217,356 ) Forfeiture of Founder Shares — — ( 41,666 ) ( 4 ) 4 — — Accretion of Class A Ordinary Shares to redemption amount — — — — ( 8,966,917 ) ( 10,834,627 ) ( 19,801,544 ) Net income — — — — — 3,649,620 3,649,620 Balance – December 31, 2025 600,000 $ 60 6,666,667 $ 667 $ — $ ( 7,185,007 ) $ ( 7,184,280 ) (1) On May 29, 2025, the Company, through a share capitalization, issued to the Sponsor an additional 958,333 Founder Shares, resulting in the Sponsor holding 6,708,333 Founder Shares in the aggregate. All share and per-share data has been retroactively presented (see Note 5). (2) Includes up to 875,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On June 20, 2025, simultaneously with the closing of the Initial Public Offering, the Underwriters partially exercised the Over-Allotment Option and forfeited the unexercised balance. As a result of the partial exercise and the forfeiture of the Over-Allotment Option by the Underwriters, 833,334 Founder Shares are no longer subject to forfeiture and 41,666 Founder Shares were forfeited, resulting in the Sponsor holding 6,666,667 Founder Shares. (see Note 5). The accompanying notes are an integral part of these financial statements. F- 5 AXIOM INTELLIGENCE ACQUISITION CORP 1 STATEMENT OF CASH FLOWS FOR THE PERIOD FROM JANUARY 30, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 Cash Flows from Operating Activities: Net income $ 3,649,620 Adjustments to reconcile net income to net cash used in operating activities: General and administrative expenses paid via IPO Promissory Note 35,894 General and administrative expenses paid via advances from Sponsor 140,242 Interest earned on investments held in Trust Account ( 4,234,694 ) Changes in operating assets and liabilities: Prepaid expenses 61,169 Long-term prepaid insurance 57,017 Accrued expenses 29,774 Net cash used in operating activities ( 260,978 ) Cash Flows from Investing Activities: Investments held in Trust Account ( 200,000,000 ) Net cash used in investing activities ( 200,000,000 ) Cash Flows from Financing Activities: Proceeds from sale of Public Units, net of underwriting discounts paid 196,000,000 Proceeds from sale of Private Placement Units 6,000,000 Share subscription receivable ( 2,000,000 ) Settlement of share subscription receivable 2,000,000 Repayment of IPO Promissory Note ( 300,000 ) Repayment of advances from Sponsor ( 702,742 ) Net cash provided by financing activities 200,997,258 Net Change in Cash 736,280 Cash – Beginning of period — Cash – End of period $ 736,280 Noncash investing and financing activities: Deferred offering costs included in accrued offering costs $ 75,000 Deferred offering costs paid through IPO Promissory Note $ 264,106 Deferred offering costs paid by Sponsor in exchange for the issuance of Class B Ordinary Shares $ 25,000 General and administrative expenses paid through IPO Promissory Note $ 35,894 General and administrative expenses paid through advances from Sponsor $ 140,242 Prepaid expenses paid through advances from Sponsor $ 302,400 Forfeiture of Founder Shares $ 4 Deferred Fee $ 8,000,000 The accompanying notes are an integral part of these financial statements. F- 6 AXIOM INTELLIGENCE ACQUISITION CORP 1 NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Axiom Intelligence Acquisition Corp 1 (the “Company”) is a blank check company incorporated as a Cayman Islands exempted corporation on January 30, 2025 . The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). As of December 31, 2025, the Company had not entered into a definitive agreement with any specific Business Combination target. The Company intends to pursue an initial Business Combination in the European infrastructure industry. As of December 31, 2025, the Company had not commenced any operations. All activity for the period from January 30, 2025 (inception) through December 31, 2025 , relates to the Company’s formation and the Initial Public Offering (as defined below) and identifying and evaluating prospective acquisition candidates and activities in connection with the Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Registration Statement on Form S-1 for the Initial Public Offering, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 14, 2025, as amended (File No. 333-287279), was declared effective on June 17, 2025 (the “IPO Registration Statement”). On June 20, 2025, the Company consummated the initial public offering of 20,000,000 units (the “Public Units”), which included the partial exercise of the Over-Allotment Option (as defined in Note 6) in the amount of 2,500,000 units (the “Option Units”), at $ 10.00 per Public Unit, generating gross proceeds of $ 200,000,000 (the “Initial Public Offering”), as discussed in Note 3. Each Public Unit consists of one Class A ordinary share, par value $ 0.0001 per share, of the Company (the “Class A Ordinary Shares” and with respect to the Class A Ordinary Shares included in the Public Units, the “Public Shares”) and one right to receive one-tenth of one Class A Ordinary Share upon the consummation of an initial Business Combination (the “Public Rights”). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 600,000 units (the “Private Placement Units” and together with the Public Units, the “Units”) to (i) the Company’s sponsor, Axiom Intelligence Holdings 1, LLC (the “Sponsor”), (ii) Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, (“CCM”) a representative of the several underwriters of the Initial Public Offering (the “Underwriters”) and (iii) Seaport Global Securities LLC (“Seaport”), a representative of the Underwriters, at a price of $ 10.00 per Private Placement Unit, or $ 6,000,000 in the aggregate (the “Private Placement”), as discussed in Note 4. Of the 600,000 Private Placement Units, the Sponsor purchased 400,000 Private Placement Units, CCM purchased 160,000 Private Placement Units, and Seaport purchased 40,000 Private Placement Units. Each Private Placement Unit consists of one Class A Ordinary Share (the “Private Placement Shares”) and one right to receive one-tenth of one Class A Ordinary Share upon the consummation of an initial Business Combination (the “Private Placement Rights”, and together with the Public Rights, the “Rights”). Transaction costs amounted to $ 12,624,206 , consisting of $ 4,000,000 of cash underwriting fee, the Deferred Fee (as defined in Note 6) of $ 8,000,000 , and $ 624,206 of other offering costs. The Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the net balance in the Trust Account (as defined below) (excluding the amount of the Deferred Fee held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. F- 7 AXIOM INTELLIGENCE ACQUISITION CORP 1 NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Following the closing of the Initial Public Offering, on June 20, 2025, an amount of $ 200,000,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units, was placed in a trust account (the “Trust Account”), with Continental Stock Transfer & Trust Company (“Continental”), acting as trustee. The funds are to be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on the Company’s management team’s (“Management”) ongoing assessment of all factors related to the potential status under the Investment Company Act), instruct Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the Private Placement will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of the Public Shares if the Company is unable to complete the initial Business Combination by June 20, 2027, 24 months from the closing of the Initial Public Offering, or by such earlier liquidation date as the Company’s board of directors (the “Board”) may approve (the “Combination Period”), subject to applicable law, or (iii) the redemption of the Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (the “Amended and Restated Articles”) to modify (1) the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (2) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the holders of the Public Shares (the “Public Shareholders”). The Company will provide the Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders are entitled to redeem their Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable, if any), divided by the number of then outstanding Public Shares, subject to the limitations. The amount in the Trust Account was $ 10.21 per Public Share as of December 31, 2025. The Ordinary Shares (as defined in Note 2) subject to possible redemption were recorded at a redemption value and were classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). The Company has only the duration of the Combination Period to complete the initial Business Combination. If the Company is unable to complete its initial Business Combination within the Combination Period, the Company will as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable, if any, and up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will constitute full and complete payment for the Public Shares and completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. F- 8 AXIOM INTELLIGENCE ACQUISITION CORP 1 NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, dated June 17, 2025 (the “Letter Agreement”), pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares (as defined in Note 5), Private Placement Shares and Public Shares in connection with (x) the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination and (y) a shareholder vote to approve an amendment to the Amended and Restated Articles to modify (1) the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (2) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (ii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and Private Placement Shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period and to liquidating distributions from assets outside the Trust Account; and (iii) vote any Founder Shares and Private Placement Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions) in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per Public Share due to reductions in the value of the Trust Account assets, less taxes payable, if any, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations, and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot provide any assurance that the Sponsor would be able to satisfy those obligations. Risks and Uncertainties The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine, between the United States, Israel and Iran and others in the Middle East, and Southwest Asia or other armed hostilities. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination. Liquidity and Capital Resources The Company’s liquidity needs up to June 20, 2025 had been satisfied through the loan under the IPO Promissory Note (as defined in Note 5), an unsecured promissory note from the Sponsor of up to $ 300,000 (see Note 5) and the capital in excess of the funds deposited in Trust Account and/or used to fund offering costs and other expenses was released to the Company for general capital purposes. As of December 31, 2025, the Company had cash of $ 736,280 and had working capital of $ 766,937 . On June 20, 2025, in connection with the closing of the Private Placement, the Sponsor expected to deposit $ 2,000,000 into the Company’s bank account. Due to the timing of funds and the bank account opening process, these funds were not deposited into the Company’s bank account at such time and remained in the Sponsor’s bank account until August 3, 2025. The Company accounted for the amount due as a share subscription receivable within shareholders’ deficit. On August 4, 2025, the Sponsor settled the outstanding $ 2,000,000 share subscription receivable and deposited $ 997,258 into the Company’s operating account and fully repaid the outstanding IPO Promissory Note of $ 300,000 and advances from the Sponsor of $ 702,742 . F- 9 AXIOM INTELLIGENCE ACQUISITION CORP 1 NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay such Working Capital Loans at that time. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans, but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $ 1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $ 10.00 per unit. Such units would be identical to the Private Placement Units. As of December 31, 2025, the Company had no borrowings under the Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 204-50, “Presentation of Financial Statements - Going Concern,” the Company does not believe it will need to raise additional funds to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination. Management has determined that upon the consummation of the Initial Public Offering and Private Placement, the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of the accompanying financial statements. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the accompanying financial statements with another public company that is neither an (i) emerging growth company nor (ii) emerging growth company that has opted out of using the extended transition period difficult, or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the accompanying financial statements in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the accompanying financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires Management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the accompanying financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. F- 10 AXIOM INTELLIGENCE ACQUISITION CORP 1 NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $ 736,280 and no cash equivalents as of December 31, 2025. Investments Held in Trust Account As of December 31, 2025, the assets held in the Trust Account, amounting to $ 204,234,694 , were held in money market funds. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 . Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Offering Costs The Company complies with the requirements of FASB ASC Topic 340-10-S99, “Other Assets and Deferred Costs”, and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC Topic 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applied this guidance to allocate Initial Public Offering proceeds from the Public Units between Public Shares and Public Rights, using the residual method by allocating Initial Public Offering proceeds first to the assigned value of the Public Rights and then to the Public Shares. Offering costs allocated to the Public Shares were charged to temporary equity, and offering costs allocated to the Public Rights and the Private Placement Rights were charged to shareholders’ deficit. After Management’s evaluation, Public Rights and the Private Placement Rights were accounted for under equity treatment. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to its short-term nature. Income Taxes The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. Management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties, respectively. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. F- 11 AXIOM INTELLIGENCE ACQUISITION CORP 1 NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Rights The Company accounted for the Rights issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). Accordingly, the Company evaluated and classified the Rights under equity treatment at their assigned values. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity in accordance with ASC 480 and ASC 815. Net Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of Ordinary Shares, the (i) Class A Ordinary Shares and (ii) Company’s Class B Ordinary Shares, par value $ 0.0001 per share (the “Class B Ordinary Shares”, and together with the Class A Ordinary Shares, the “Ordinary Shares”). Income and losses are shared pro rata between the two classes of Ordinary Shares. This presentation assumes a Business Combination as the most likely outcome. Net income per Ordinary Share is calculated by dividing net income by the weighted average number of Ordinary Shares outstanding for the respective period. The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net income per Ordinary Share for each class of Ordinary Shares: For the Period from January 30, 2025 (Inception) Through December 31, 2025 Redeemable Class A Non-redeemable Class A and B Ordinary Shares Ordinary Shares Basic net income per Ordinary Share Numerator: Allocation of net income $ 2,316,751 $ 1,332,869 Denominator: Basic weighted average Ordinary Shares outstanding 11,582,090 6,663,383 Basic net income per Ordinary Share $ 0.20 $ 0.20 For the Period from January 30, 2025 (Inception) Through December 31, 2025 Redeemable Class A Non-redeemable Class A and B Ordinary Shares Ordinary Shares Diluted net income per Ordinary Share Numerator: Allocation of net income $ 2,291,755 $ 1,357,865 Denominator: Diluted weighted average Ordinary Shares outstanding 11,582,090 6,862,388 Diluted net income per Ordinary Share $ 0.20 $ 0.20 F- 12 AXIOM INTELLIGENCE ACQUISITION CORP 1 NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Class A Ordinary Shares Subject to Possible Redemption The Public Shares contain a redemption feature that allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the initial Business Combination. In accordance with FASB ASC Topic 480-10-S99, “Distinguishing Liabilities from Equity”, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable Public Shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable Public Shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of December 31, 2025, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the accompanying balance sheet. As of December 31, 2025, the Class A Ordinary Shares subject to possible redemption reflected in the accompanying balance sheet is reconciled in the following table: Gross proceeds $ 200,000,000 Less: Proceeds allocated to Public Rights ( 3,160,000 ) Class A Ordinary Shares issuance costs ( 12,406,850 ) Plus: Remeasurement of carrying value to redemption value 19,801,544 Class A Ordinary Shares subject to possible redemption, December 31, 2025 $ 204,234,694 Recent Accounting Pronouncements In November 2023, the FASB issued Accounting Standards Update (“ASU”) Topic 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). The amendments in ASU 2023-07 require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. ASU 2023-07 requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities are required to provide all annual disclosures currently required by FASB ASC Topic 280, “Segment Reporting,” (“ASC 280”) in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in ASU 2023-07 and existing segment disclosures in ASC 280. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on January 30, 2025 (inception). Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. NOTE 3. INITIAL PUBLIC OFFERING In the Initial Public Offering on June 20, 2025, the Company sold 20,000,000 Public Units, which included the partial exercise by the Underwriters of their Over-Allotment Option in the amount of 2,500,000 Option Units, at a purchase price of $ 10.00 per Public Unit. Each Public Unit consists of one Public Share and one Public Right, which grants its holder the right to receive one tenth (1/10) of a Class A Ordinary Share upon the consummation of an initial Business Combination. Commencing on August 1, 2025, the holders of the Units issued in Initial Public Offering may elect to separately trade the Class A Ordinary Shares and the Rights included in the Units. The Class A Ordinary Shares and the Rights trade on the Global Market tier of The Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “AXIN” and “AXINR”, respectively. Any Units not separated will continue to trade on the Global Market tier of Nasdaq under the symbol “AXINU.” F- 13 AXIOM INTELLIGENCE ACQUISITION CORP 1 NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor, CCM and Seaport purchased an aggregate of 600,000 Private Placement Units at a price of $ 10.00 per Private Placement Unit in the Private Placement. Each Private Placement Unit consists of one Private Placement Share and one Private Placement Right, which grants the holder the right to receive one tenth (1/10) of one Class A Ordinary Share upon the consummation of an initial Business Combination. Of those 600,000 Private Placement Units, the Sponsor purchased 400,000 Private Placement Units, CCM purchased 160,000 Private Placement Units, and Seaport purchased 40,000 Private Placement Units. The Private Placement Units are identical to the Public Units, subject to certain limited exceptions. If the initial Business Combination is not completed within the Combination Period, the proceeds from the Private Placement held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On January 30, 2025, the Sponsor made a capital contribution of $ 25,000 , or approximately $ 0.004 per share, for which the Company issued 5,750,000 of the Company’s Class B ordinary shares, par value $ 0.0001 per share (the “Class B Ordinary Shares”, and together with the Class A Ordinary Shares, the “Ordinary Shares”), to the Sponsor (such shares, the “Founder Shares”). On May 29, 2025, the Company capitalized $ 95.8333 standing to the credit of its share premium account and applied such sum on the Sponsor’s behalf towards paying up in full (as to the full par value of $ 0.0001 per share) an aggregate of 958,333 unissued Class B Ordinary Shares, which were allotted and issued to the Sponsor. Up to 875,000 of the Founder Shares were subject to forfeiture by the Sponsor for no consideration depending on the extent to which the Over-Allotment Option was exercised. On June 20, 2025, the Underwriters partially exercised the Over-Allotment Option and forfeited the unexercised balance. As a result of the partial exercise and the forfeiture of the Over-Allotment Option by the Underwriters, 833,334 Founder Shares are no longer subject to forfeiture and 41,666 Founder Shares were forfeited, resulting in the Sponsor holding 6,666,667 Founder Shares. On June 16, 2025, the Sponsor granted membership interests equivalent to an aggregate of 150,000 Founder Shares to the three independent directors of the Company in exchange for their services as independent directors through the initial Business Combination. The Founder Shares, represented by such membership interests, will remain with the Sponsor if the holder of such membership interests is no longer serving the Company prior to the initial Business Combination. The membership interest assignment of the Founder Shares to the holders of such interests are in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, share-based compensation associated with equity-classified awards is measured at fair value upon the assignment date. The total fair value of the 150,000 Founder Shares represented by such membership interests assigned to the holders of such interests on June 16, 2025 was $ 236,250 or $ 1.575 per Founder Share. The Company established the initial fair value Founder Shares on June 16, 2025, the date of the grant agreement, using a calculation prepared by a third-party valuation team, which takes into consideration the market adjustment of 16.0 %, a risk-free rate of 4.15 % and a stock price of $ 9.84 . The Founder Shares are classified as “Level 3” at the measurement date due to the use of unobservable inputs, and other risk factors (see Note 8). The membership interests were assigned subject to a performance condition (i.e., providing services through Business Combination). Share-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founder Shares as represented by membership interests granted times the assignment date fair value per share (unless subsequently modified) less the amount initially received for the assignment of the membership interests. As of December 31, 2025, the Company determined that the initial Business Combination is not considered probable and therefore no compensation expense has been recognized. The Founder Shares are designated as Class B Ordinary Shares and, except as described below, are identical to the Public Shares, and holders of Founder Shares have the same shareholder rights as Public Shareholders, except that (i) the Founder Shares are subject to certain transfer restrictions, as described in more detail below, (ii) the Founder Shares are entitled to registration rights; (iii) the Sponsor, and the Company’s officers and directors have entered into the Letter Agreement with the Company, pursuant to which they have agreed to many limitations on the Founder Shares (see Note 1), (iv) the Founder Shares are automatically convertible into Class A Ordinary Shares in connection with the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment as described herein and in the Amended and Restated Articles, and (v) prior to the closing of the initial Business Combination, only holders of the Class B Ordinary Shares are entitled to vote on (x) the appointment and removal of directors or (y) continuing the Company in a jurisdiction outside the Cayman Islands (including any Special Resolution required to amend the Company’s constitutional documents or to adopt new constitutional documents, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). F- 14 AXIOM INTELLIGENCE ACQUISITION CORP 1 NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 IPO Promissory Note The Sponsor agreed to loan the Company an aggregate of up to $ 300,000 to be used for a portion of the expenses of the Initial Public Offering pursuant to an unsecured promissory note (the “IPO Promissory Note”). The loan was non-interest bearing, unsecured and due at the earlier of December 31, 2025, or the closing of the Initial Public Offering. On August 4, 2025, the Company fully repaid the $ 300,000 borrowed under the IPO Promissory Note. Borrowings under the IPO Promissory Note are no longer available. Advances from Sponsor Advances from Sponsor represent the amounts owed by the Company to the Sponsor in excess of the $ 300,000 principal amount of the IPO Promissory Note. On August 4, 2025, the Company fully repaid the $ 702,742 borrowed under the advances from Sponsor. Administrative Services Agreement The Company entered into an agreement with the Sponsor, commencing on June 17, 2025 through the earlier of the Company’s consummation of an initial Business Combination and its liquidation, to pay the Sponsor an aggregate of $ 10,000 per month for office space, utilities and secretarial and administrative support services (the “Administrative Services Agreement”). For the period from January 30, 2025 (inception) through December 31, 2025, the Company incurred and paid an aggregate of $ 58,300 , under the Administrative Services Agreement. As of December 31, 2025, no amount was accrued under the Administrative Services Agreement in the accompanying balance sheet. Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company Working Capital Loans as may be required. If the Company completes a Business Combination, the Company will repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans, but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $ 1,500,000 of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $ 10.00 per unit at the option of the lender. Such units would be identical to the Private Placement Units. As of December 31, 2025, no such Working Capital Loans were outstanding. Share Subscription Receivable On June 20, 2025, in connection with the closing of the Private Placement, the Sponsor expected to deposit $ 2,000,000 into the Company’s bank account. Due to the timing of funds and the bank account opening process, these funds were not deposited into the Company’s bank account at such time and remained in the Sponsor’s bank account until August 3, 2025. The Company accounted for the amount due as a share subscription receivable within shareholders’ deficit. Subsequent to June 20, 2025, the following has been deducted from the share subscription receivable: ● repayment of the $ 300,000 IPO Promissory Note; and ● repayment of the $ 702,742 of advances from the Sponsor. The remaining $ 997,258 will be utilized for working capital purposes. On August 4, 2025, the Sponsor settled the outstanding $ 2,000,000 share subscription receivable and deposited $ 997,258 in the Company’s bank account after repayment of the $ 300,000 IPO Promissory Note and $ 702,742 advances from the Sponsor outstanding as of August 3, 2025. F- 15 AXIOM INTELLIGENCE ACQUISITION CORP 1 NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Agreement The holders of (i) Founder Shares, (ii) Private Placement Units (and their underlying securities) and units that may be issued upon conversion of Working Capital Loans (and their underlying securities), if any, and (iii) any Class A Ordinary Shares issuable upon conversion of the Founder Shares and any Class A Ordinary Shares held by the holders of the Founder Shares at the completion of the Initial Public Offering or acquired prior to or in connection with the initial Business Combination, are entitled to registration rights pursuant to a registration rights agreement, dated June 17, 2025, by and among the Company and certain security holders. These holders are entitled to make up to three demands, excluding short form demands, and have piggyback registration rights. CCM and Seaport may only make a demand on one occasion and only during the five-year period beginning on the effective date of the Initial Public Offering. In addition, CCM and Seaport may participate in a piggyback registration only during the seven-year period beginning on the effective date of the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Underwriters had a 45 -day option from the date of the Initial Public Offering to purchase up to an additional 2,625,000 Option Units to cover over-allotments, if any (the “Over-Allotment Option”). On June 20, 2025, the Underwriters partially exercised their Over-Allotment Option, purchasing 2,500,000 Option Units and forfeiting the remaining unexercised balance of 125,000 Option Units. The Underwriters were entitled to a cash underwriting discount of 2.00 % of the gross proceeds of the Initial Public Offering, or $ 4,000,000 in the aggregate, which was paid upon the closing of the Initial Public Offering. Additionally, the Underwriters are entitled to a deferred underwriting discount of 4.00 % of the gross proceeds of the Initial Public Offering, or $ 8,000,000 , payable upon the closing of an initial Business Combination, but such deferred underwriting discount shall be due solely on amounts remaining in the Trust Account following all properly submitted shareholder redemptions in connection with the consummation of our initial Business Combination (the “Deferred Fee”). NOTE 7. SHAREHOLDERS’ DEFICIT Preference Shares The Company is authorized to issue a total of 5,000,000 preference shares at par value of $ 0.0001 each. As of December 31, 2025, there were no preference shares issued and outstanding. Class A Ordinary Shares The Company is authorized to issue a total of 500,000,000 Class A Ordinary Shares at par value of $ 0.0001 each. As of December 31, 2025, there were 600,000 Class A Ordinary Shares issued and outstanding, excluding 20,000,000 Public Shares subject to possible redemption. F- 16 AXIOM INTELLIGENCE ACQUISITION CORP 1 NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Class B Ordinary Shares The Company is authorized to issue a total of 50,000,000 Class B Ordinary Shares at par value of $ 0.0001 each. As of December 31, 2025, there were 6,666,667 Class B Ordinary Shares issued and outstanding. The Founder Shares will automatically convert into Class A Ordinary Shares in connection with the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for any share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like. In the case that additional Class A Ordinary Shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B Ordinary Shares convert into Class A Ordinary Shares will be adjusted (unless the holders of a majority of the outstanding Class B Ordinary Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Ordinary Shares issuable upon conversion of all Class B Ordinary Shares will equal, in the aggregate, 25 % of the sum of (i) the total number of Class A Ordinary Shares outstanding upon the completion of the Initial Public Offering (including any Class A Ordinary Shares issued pursuant to the Over-Allotment Option and excluding the Private Placement Shares and the Class A Ordinary Shares underlying the Private Placement Rights), plus (ii) all Class A Ordinary Shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent units issued to our Sponsor or any of its affiliates or to the Company’s officers or directors upon conversion of Working Capital Loans) minus (iii) any redemptions of Public Shares by Public Shareholders in connection with an initial Business Combination or certain amendments to our Amended and Restated Articles prior to an initial Business Combination; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. Holders of the Ordinary Shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the Amended and Restated Articles or as required by the Companies Act (As Revised) of the Cayman Islands or stock exchange rules, an Ordinary Resolution under Cayman Islands law and the Amended and Restated Articles, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company is generally required to approve any matter voted on by the Company’s shareholders. Approval of certain actions requires a Special Resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, and pursuant to the Amended and Restated Articles, such actions include amending the Amended and Restated Articles and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following the initial Business Combination, the holders of more than 50 % of the Ordinary Shares voted for the appointment of directors can elect all of the directors. Prior to the consummation of the initial Business Combination, only holders of the Class B Ordinary Shares (i) have the right to vote on the appointment and removal of directors and (ii) are entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any Special Resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of Class A Ordinary Shares are not entitled to vote on these matters during such time. These provisions of the Amended and Restated Articles may only be amended if approved by a Special Resolution passed by the affirmative vote of at least 90 % (or, where such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company. Rights Except in cases where the Company is not the surviving company in a Business Combination, each holder of a Right will automatically receive one-tenth (1/10) of one Class A Ordinary Share upon consummation of the initial Business Combination. In the event the Company is not the surviving Company upon completion of the initial Business Combination, each holder of a Right will be required to affirmatively convert its Rights in order to receive the one-tenth (1/10) of one Class A Ordinary Share underlying each Right upon consummation of the Business Combination. The Company will not issue fractional shares in connection with an exchange of Rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. As a result, rights holders must hold Rights in multiples of 10 in order to receive Class A Ordinary Shares for all of their Rights upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination within the Combination Period and the Company redeems the Public Shares for the funds held in the Trust Account, holders of Rights will not receive any of such funds for their Rights and the Rights will expire worthless. F- 17 AXIOM INTELLIGENCE ACQUISITION CORP 1 NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 8. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects Management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value as of December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Level December 31, 2025 Assets: Investments held in Trust Account 1 $ 204,234,694 The fair value of the Public Rights issued in the Initial Public Offering is $ 3,160,000 , or $ 0.158 per Public Right. The Public Rights issued in the Initial Public Offering have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the “Level 3” valuation of the Public Rights issued in the Initial Public Offering: June 20, 2025 Unit price $ 10.06 Share price $ 9.90 Rights fraction 1/10 Pre-adjusted value per Right $ 0.99 Market adjustment (1) 16.0 (1) Market adjustment reflects additional factors not fully captured by low volatility selection, which may include likelihood of a Business Combination occurring, market perception of lack of available or suitable targets, or possible post-acquisition decline of share price prior to the beginning of the exercise period. The adjustment is determined by comparing traded Public Right prices to simulated model outputs. The market adjustment was determined by calibrating traded Public Rights prices as of the valuation dates. F- 18 AXIOM INTELLIGENCE ACQUISITION CORP 1 NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 9. SEGMENT INFORMATION FASB ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance. The Company’s CODM has been identified as the CFO , who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, Management has determined that there is only one reportable segment. The CODM assesses performance for the single segment and decides how to allocate resources based on net income that also is reported on the accompanying statements of operations as net income. The measure of segment assets is reported on the accompanying balance sheets as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics, which include the following: December 31, 2025 Cash $ 736,280 Investments held in Trust Account $ 204,234,694 For the Period from January 30, 2025 (Inception) Through December 31, 2025 General and administrative expenses $ 585,074 Interest earned on investments held in Trust Account $ 4,234,694 The CODM reviews interest earned on investments held in the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Investment Management Trust Agreement, dated June 17, 2025, by and between the Company and Continental. General and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Combination Period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative expenses, as reported on the accompanying statements of operations, are the significant segment expenses provided to the CODM on a regular basis. All other segment items included in net income are reported on the accompanying statements of operations and described within their respective disclosures. The accounting policies used to measure the profit and loss of the segment are the same as those described above under Note 2. NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. F- 19 EXHIBIT INDEX No. Description of Exhibit 1 Underwriting Agreement, dated June 17, 2025, by and between the Company, CCM and Seaport, as representatives of the Underwriters. (2) 3 Amended and Restated Memorandum and Articles of Association of the Company. (2) 4.1 Form of Specimen Unit Certificate. (1) 4.2 Form of Specimen Class A Ordinary Share Certificate. (1) 4.3 Form of Specimen Share Right Certificate (see Exhibit A to Exhibit 4.4). (1) 4.4 Share Rights Agreement, dated June 17, 2025, by and between the Company and Continental. (2) 4.5 Description of Registered Securities.* 10.1 Promissory Note, dated January 30, 2025, issued to the Sponsor. (1) 10.2 Securities Subscription Agreement, dated February 20, 2025, by and between the Company and the Sponsor. (1) 10.3 Investment Management Trust Agreement, dated June 17, 2025, by and between the Company and Continental. (2) 10.4 Registration Rights Agreement, dated June 17, 2025, by and among the Company, the Sponsor, CCM, Seaport and the other parties signatory thereto. (2) 10.5 Private Placement Units Purchase Agreement, dated June 17, 2025, between the Company and the Sponsor. (2) 10.6 Private Placement Units Purchase Agreement, dated June 17, 2025, between the Company, CCM and Seaport. (2) 10.7 Letter Agreement, dated June 17, 2025, by and among the Company, Sponsor and each of the officers and directors of the Company, and the other parties signatory thereto. (2) 10.8 Form of Indemnity Agreement. (2) 10.9 Administrative Services Agreement, dated June 17, 2025, between the Company and the Sponsor. (2) 14 Code of Business Conduct and Ethics, adopted June 17, 2025.(1) 19 Insider Trading Policies and Procedures, adopted June 17, 2025.* 31.1 Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 31.2 Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 32.1 Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** 32.2 Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** 97 Executive Compensation Clawback Policy, adopted June 17, 2025.* 99.1 Audit Committee Charter. (1) 99.2 Compensation Committee Charter. (1) 101.INS Inline XBRL Instance Document.* 101.SCH Inline XBRL Taxonomy Extension Schema Document.* 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.* 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.* 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.* 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.* 104 Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).* * Filed herewith. ** Furnished herewith. (1) Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-287279), filed with the SEC on May 14, 2025. (2) Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on June 24, 2025. 48 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. March 25, 2026 AXIOM INTELLIGENCE ACQUISITION CORP 1 By: /s/ Douglas Ward Name: Douglas Ward Title: Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Name Position Date /s/ Douglas Ward Chief Executive Officer March 25, 2026 Douglas Ward (Principal Executive Officer) /s/ W. Robert Dilling, Jr. Chief Financial Officer March 25, 2026 W. Robert Dilling, Jr. (Principal Financial and Accounting Officer) /s/ Dr. Claire Handby Director March 25, 2026 Dr. Claire Handby /s/ Steven Leighton Director March 25, 2026 Steven Leighton /s/ Richard H. Dodd Director March 25, 2026 Richard H. Dodd /s/ Christopher Ellis Director March 25, 2026 Christopher Ellis 49