Announcement • May 26
Terra Quantum AG entered into a a definitive Business Combination Agreement to acquire Axiom Intelligence Acquisition Corp 1 (NasdaqGM:AXIN) for approximately $3.5 billion in a reverse merger transaction. Terra Quantum AG entered into a a definitive Business Combination Agreement to acquire Axiom Intelligence Acquisition Corp 1 (NasdaqGM:AXIN) for approximately $3.5 billion in a reverse merger transaction on May 26, 2026. The transaction values Terra Quantum at an equity value of approximately $3.5 billion. Upon closing, existing Terra Quantum shareholders are expected to own approximately 92% of the combined company, and Axiom's public stockholders and sponsor are expected to own approximately 8%, in each case assuming no redemptions by Axiom's public stockholders and excluding the impact of any additional financing. The combined company will operate under the Terra Quantum name and is expected to trade on the Nasdaq Stock Market under the ticker symbol "TQ." Following the closing of the business combination, the combined company will continue to be led by Terra Quantum's existing management team, including Markus Pflitsch (Founder & Chief Executive Officer), Dr. Eike Marx (Chief Financial Officer and Chief Strategic Officer) and Dr. Florian Neukart (Chief Technology Officer). The combined company is expected to remain headquartered in St. Gallen, Switzerland.
The transaction is targeted to close in the second half of 2026, subject to, among other things: (i) approval by Axiom's stockholders; (ii) the effectiveness of the Registration Statement to be filed with the SEC; (iii) the satisfaction of customary closing conditions set forth in the Business Combination Agreement; (iv) the receipt of required regulatory approvals; and (v) the approval of the listing of the combined company's securities on the Nasdaq Stock Market. The boards of directors of both Terra Quantum and Axiom have unanimously approved the proposed transaction.
Cohen & Company Capital Markets, LLC acted as financial advisor for Terra Quantum AG. Kellerhals Carrard Lugano SA acted as legal advisor for Terra Quantum AG. Heska GmbH acted as legal advisor for Terra Quantum AG. Winston & Strawn LLP acted as legal advisor for Terra Quantum AG. Ellenoff Grossman & Schole LLP acted as legal advisor for Axiom Intelligence Acquisition Corp 1. Bratschi Ltd. acted as legal advisor for Axiom Intelligence Acquisition Corp 1. Niedermann Attorneys at Law acted as legal advisor for Terra Quantum AG. 
