| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Axiom Intelligence Acquisition Corp 1 [ AXINU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/20/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Ordinary Shares(1) | 06/20/2025 | P | 400,000(1) | A | $10 | 400,000(1) | D(2) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Rights to receive Class A Ordinary Shares | (3) | 06/20/2025 | P | 400,000(3) | (3) | (3) | Class A ordinary shares | 40,000(3) | (3) | 400,000 | D(2) | ||||
| Class B Ordinary Shares | (4) | 06/20/2025 | J(5) | 41,666 | (4) | (4) | Class A ordinary shares | 41,666 | $0.004 | 6,666,667(4) | D(2) | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Reflects the 400,000 Class A ordinary shares of Axiom Intelligence Acquisition Corp 1 (the "Issuer") that are included in the 400,000 private placement units of the Issuer purchased by Axiom Intelligence Holdings 1 LLC (the "Sponsor") on June 20, 2025. Each private placement unit was purchased for $10 per unit and consists of one Class A ordinary share and one right to receive one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination, as described in the registration statement on Form S-1 (File No. 333-287279) (the "Registration Statement"). |
| 2. The Sponsor is the record holder of such securities. The managing members of the Sponsor are Mr. Richard H. Dodd, our Executive Chairman of the Board, and Mr. Douglas Ward, our Chief Executive Officer, who hold voting and investment discretion with respect to the securities held of record by the Sponsor. As such, Mr. Dodd and Mr. Ward may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Mr. Dodd and Mr. Ward disclaim any beneficial ownership except to the extent of their pecuniary interest therein. |
| 3. Represents the 40,000 Class A ordinary shares which may be acquired by the Sponsor upon the conversion of 400,000 rights (included in the Sponsor's private placement units) upon consummation of the registrant's initial business combination. As described in the Registration Statement under the heading "Description of Securities--Share Rights," each right will automatically convert into one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination, subject to certain adjustments described therein and have no expiration date. No fractional Class A ordinary shares will be issued upon conversion of such rights. |
| 4. As described in the Registration Statement under the heading "Description of Securities--Founder Shares," the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date. |
| 5. As contemplated in connection with the initial public offering of the Issuer, 41,666 Class B ordinary shares of the Issuer were returned by the reporting persons to the Issuer for no consideration and cancelled, because the underwriters' over-allotment option was not exercised in full. |
| /s/ Richard H. Dodd, as managing member of Axiom Intelligence Holdings 1 LLC | 06/24/2025 | |
| /s/ Richard H. Dodd** | 06/24/2025 | |
| /s/ Douglas Ward** | 06/24/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||