UPLOAD Filing
Axiom Intelligence Acquisition Corp 1
Date: June 9, 2025 · CIK: 0002057030 · Accession: 0000000000-25-006062
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-287279
Letter
Re: Axiom Intelligence Acquisition Corp 1 Amendment No. 1 to Registration Statement on Form S-1 Filed June 2, 2025 File No. 333-287279 Dear Douglas Ward:
June 9, 2025
Douglas Ward Chief Executive Officer Axiom Intelligence Acquisition Corp 1 Berkeley Square House, 2nd Floor London W1J 6BD
We have reviewed your amended registration statement and have the following comments.
Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1 The Offering Founder shares, page 22
1. We note disclosure on page 24 and elsewhere in the filing that "if the non-managing sponsor investors purchase or otherwise hold a substantial number of our units, then the non-managing sponsor investors will potentially have different interests than our other public shareholders." Please revise to clarify that regardless of the number of units they purchase, non-managing sponsor investors will have different interests than other public shareholders in that they will be incentivized to vote for a business combination due to their indirect interest in founder shares and rights. Additionally, please revise your disclosure on page 164 to remove the reference to warrants. June 9, 2025 Page 2
Report of Independent Registered Public Accounting Firm, page F-2
2. Please have your auditor revise their report to include their signature. Please contact Frank Knapp at 202-551-3805 or Jennifer Monick at 202-551-3295 if you have questions regarding comments on the financial statements and related matters. Please contact Stacie Gorman at 202-551-3585 or Jeffrey Gabor at 202-551-2544 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Real
Estate & Construction
cc: Joshua N. Englard, Esq.
Show Raw Text
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> June 9, 2025 Douglas Ward Chief Executive Officer Axiom Intelligence Acquisition Corp 1 Berkeley Square House, 2nd Floor London W1J 6BD Re: Axiom Intelligence Acquisition Corp 1 Amendment No. 1 to Registration Statement on Form S-1 Filed June 2, 2025 File No. 333-287279 Dear Douglas Ward: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Amendment No. 1 to Registration Statement on Form S-1 The Offering Founder shares, page 22 1. We note disclosure on page 24 and elsewhere in the filing that "if the non-managing sponsor investors purchase or otherwise hold a substantial number of our units, then the non-managing sponsor investors will potentially have different interests than our other public shareholders." Please revise to clarify that regardless of the number of units they purchase, non-managing sponsor investors will have different interests than other public shareholders in that they will be incentivized to vote for a business combination due to their indirect interest in founder shares and rights. Additionally, please revise your disclosure on page 164 to remove the reference to warrants. June 9, 2025 Page 2 Report of Independent Registered Public Accounting Firm, page F-2 2. Please have your auditor revise their report to include their signature. Please contact Frank Knapp at 202-551-3805 or Jennifer Monick at 202-551-3295 if you have questions regarding comments on the financial statements and related matters. Please contact Stacie Gorman at 202-551-3585 or Jeffrey Gabor at 202-551-2544 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Joshua N. Englard, Esq. </TEXT> </DOCUMENT>