SecProbe.io

CORRESP
 1
 filename1.htm

 Cohen & Company Capital Markets,
a division of J.V.B. Financial Group, LLC 3
Columbus Circle, 24th Floor
New York, NY 10019
 Seaport Global Securities LLC
360 Madison Avenue
22nd Floor
New York, NY 10017

 June 13, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, N.E.
Washington, DC 20549

 Attention: Stacie Gorman
Jeffrey Gabor

 Re: Axiom Intelligence Acquisition Corp 1
Registration Statement on Form S-1
Filed May 14, 2025, as amended
File No. 333-287279

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the "Act"), the undersigned, for themselves and the several underwriters,
hereby joins in the request of Axiom Intelligence Acquisition Corp 1 that the effective date of the above-referenced Registration Statement
be accelerated so as to permit it to become effective at 4:00 p.m. ET on June 17, 2025, or as soon thereafter as practicable.

 Pursuant to Rule 460 of the General Rules and
Regulations of the Securities and Exchange Commission under the Securities Act, the undersigned wish to advise you that there will be
distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies
of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned advises that it has complied
and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 * * *

 [Signature Page Follows]

 Very truly yours,

 COHEN & COMPANY CAPITAL MARKETS,

 A DIVISION OF J.V.B. FINANCIAL GROUP, LLC, as a

 Representative of the several Underwriters

 By:
 /s/ Jerry Serowik

 Name:
 Jerry Serowik

 Title:
 Senior Managing Director

 SEAPORT GLOBAL SECURITIES LLC, as a
 Representative of the several Underwriters

 By:
 /s/ Jack Mascone

 Name:
 Jack Mascone

 Title:
 Head of Capital Markets

CORRESP
 1
 filename1.htm

 Axiom Intelligence Acquisition Corp 1

 Berkeley Square House, 2nd Floor

 Berkeley Square

 London W1J 6BD

 United Kingdom

 June 13, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, DC 20549

 Attention:

 Stacie Gorman
 Jeffrey Gabor

 Re:
 Axiom Intelligence Acquisition Corp 1

 Registration Statement on Form S-1

 Filed May 14, 2025, as amended
 File No. 333-287279

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Axiom Intelligence Acquisition Corp 1 hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 4:00 p.m. ET on June 17, 2025, or as soon as thereafter practicable.

 Very truly yours,

 /s/ Douglas Ward

 Douglas Ward

 Chief Executive Officer

 cc:
 Ellenoff Grossman & Schole LLP

CORRESP
 1
 filename1.htm

 Axiom Intelligence Acquisition Corp 1

 Berkeley Square House, 2nd Floor

 London W1J 6BD

 VIA EDGAR

 June 10, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:
 Jeffrey Gabor
Stacie Gorman
Frank Knapp
 Jennifer Monick

 Re:
 Axiom Intelligence Acquisition Corp 1

 Amendment No. 1 to Registration Statement on Form S-1

 Filed June 2, 2025

 File No. 333-287279

 Ladies and Gentlemen:

 Axiom Intelligence
Acquisition Corp 1 (the " Company ," " we ," " our " or " us ")
hereby transmits our response to the comment letter received from the staff (the " Staff ",
" you " or " your ") of the U.S. Securities and Exchange Commission (the
" Commission "), dated June 9, 2025, regarding Amendment No. 1 to Registration Statement on Form S-1 (the
" Registration Statement ") filed with the Commission on June 2, 2025.

 For the Staff's convenience,
we have repeated below the Staff's comment in bold and have followed each comment with the Company's response. In response
to the Staff's comments, the Company is filing via Edgar Amendment No. 2 to Registration Statement (the " Amended Registration
Statement ") simultaneously with the submission of this response letter.

 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.

 Response : In response to the
Staff's comment, we have revised the disclosures on pages 24, 31, 36, 135, 139, 161 and 164 of the Amended Registration Statement.

 Report of Independent Registered Public
Accounting Firm, page F-2

 2.
 Please have your auditor revise their report to include their signature.

 Response : In response to the Staff's comment,
the auditor has revised its report on page F-2 of the Amended Registration Statement.

 ***

 We thank the Staff in advance for its consideration
of the foregoing. Should you have any questions, please do not hesitate to contact our legal counsel, Joshua N. Englard, Esq., of Ellenoff
Grossman & Schole LLP, at (212) 370-1300.

 Sincerely,

 By:
 /s/ Douglas Ward

 Name:
 Douglas Ward

 Title:
 Chief Executive Officer

 cc:
 Ellenoff Grossman & Schole LLP

 Loeb & Loeb LLP

<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>

CORRESP
 1
 filename1.htm

 AXIOM INTELLIGENCE ACQUISITION CORP 1

 Berkeley Square House, 2 nd Floor

 Berkeley Square

 London W1J 6BD

 United Kingdom

 VIA EDGAR

 May 14, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, NE

 Washington, D.C. 20549

 Attention: Stacie Gorman and Jeffrey Gabor

 Re:
 Axiom Intelligence Acquisition Corp 1

 Amendment No. 1 to Draft Registration Statement on Form
S-1

 Submitted April 11, 2025

 CIK No. 0002057030

 Dear Ms. Gorman and Mr. Gabor:

 Axiom Intelligence Acquisition Corp 1 (the " Company ,"
" we ," " our " or " us ") hereby transmits its response to the comment letter received
from the staff (the " Staff ", " you " or " your ") of the U.S. Securities and Exchange
Commission (the "Commission"), dated April 24, 2025, regarding Amendment No. 1 to the Draft Registration Statement on Form
S-1 submitted to the Commission on April 11, 2025.

 For the Staff's convenience, we have repeated
below the Staff's comment in bold, and have followed the comment with the Company's response. Disclosure changes have been
made in the Registration Statement on Form S-1 (the " Registration Statement "), which is being filed with the Commission
contemporaneously with the submission of this letter.

 Amendment No. 1 to Draft Registration Statement
on Form S-1

 Proposed Business, page 111

 1. We note your response to prior comment 8. We note you revised your disclosure to clarify that Daniel
Mamadou is the CEO and Chairman of Welsbach Technology Metals Acquisition Corp. Please expand your disclosure to provide all of the information
required by Item 1603(a)(3) of Regulation S-K. Please disclose the amount raised, the ticker symbol, the number of extensions of the time
to complete the business combination and the amount of time for each extension, and the redemption levels experienced in connection with
each extension request.

 In response to the Staff's comment, we have added the
requested disclosure on pages 15 and 123 of the Registration Statement.

 ***

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 May 14, 2025

 Page 2

 We thank the Staff for its review of the foregoing.
If you have further comments, please feel free to contact to our counsel, Joshua Englard and Jonathan Deblinger of Ellenoff Grossman &
Schole LLP, at (212) 370-1300.

 Sincerely,

 /s/ Richard Dodd

 Executive Chairman

 cc: Ellenoff
Grossman & Schole LLP

 Loeb & Loeb LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 24, 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 Draft Registration Statement on Form S-1
 Submitted April 11, 2025
 CIK No. 0002057030
Dear Douglas Ward:

 We have reviewed your amended draft registration statement and have the
following
comment.

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. 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 the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, any references to prior comments are to
comments in
our April 4, 2025 letter.

Amendment No. 1 to Draft Registration Statement on Form S-1
Proposed Business, page 111

1. We note your response to prior comment 8. We note you revised your
disclosure to
 clarify that Daniel Mamadou is the CEO and Chairman of Welsbach
Technology
 Metals Acquisition Corp. Please expand your disclosure to provide all of
the
 information required by Item 1603(a)(3) of Regulation S-K. Please
disclose the
 amount raised, the ticker symbol, the number of extensions of the time
to complete the
 business combination and the amount of time for each extension, and the
redemption
 levels experienced in connection with each extension request.
 April 24, 2025
Page 2

 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>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 4, 2025

Donald J. Puglisi
Managing Director
Axiom Intelligence Acquisition Corp 1
45 Pall Mall
London SW1Y 5JG
United Kingdom

 Re: Axiom Intelligence Acquisition Corp 1
 Draft Registration Statement on Form S-1
 Submitted March 10, 2025
 CIK No. 0002057030
Dear Donald J. Puglisi:

 We have reviewed your draft registration statement and have the
following comments.

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. 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 the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-1
Cover Page

1. Please revise paragraph 8 to disclose whether compensation and
securities issuance
 may result in a material dilution of the purchasers' equity interests.
Please refer to
 Item 1602(a)(3) of Regulation S-K.
Summary, page 1

2. We note your disclosure on page 61 that you may seek additional
financing. Please
 revise your summary to provide the information required by Item
1602(b)(5) of
 Regulation S-K.
 April 4, 2025
Page 2
3. Please revise your summary section to provide the tabular and related
compensation
 disclosure required by Item 1602(b)(6) of Regulation S-K.
The Offering
Founders Shares, page 12

4. We note disclosure on page 14 and elsewhere in the filing that if the
non-managing
 sponsor investors purchase all of the units for which they have
expressed interest or
 otherwise hold a substantial number of units, then they will potentially
have different
 interests than 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 private units.
Ability to extend time to complete business combination, page 19

5. Please provide all of the disclosure required by Item 1602(b)(4) of
Regulation S-K
 including whether there are any limitations on the number of extensions,
including the
 number of times. Also disclose the consequences to the sponsor of not
completing an
 extension of this time period.
Conflicts of Interest, page 33

6. We note your disclosure on page 34 that your "sponsor, officers, or
directors may
 sponsor or form other special purpose acquisition companies similar to
[yours] or may
 pursue other business or investment ventures during the period in which
[you] are
 seeking an initial business combination." Please clarify how
opportunities to acquire
 targets will be allocated among SPACs. Please make similar revisions to
your
 disclosure on page 146. Please refer to Items 1602(b)(7) and 1603(b) of
Regulation S-
 K.
Dilution, page 93

7. Please expand your narrative disclosure to include a discussion of each
material
 potential source of future dilution. Your revisions should address, but
not be limited
 to, the Share Rights and shares that may be issued in connection with
the conversion
 of the Working Capital Loans. Reference is made to Item 1602(c) of
Regulation S-K.
Proposed Business, page 101

8. We note your disclosure on page 116 that you have not "contacted any of
the
 prospective target businesses that [your] management team in their prior
SPACs had
 considered and rejected as target businesses to acquire." Please provide
the disclosure
 required by 1603(a)(3) of Regulation S-K or advise. Please also revise
your disclosure
 regarding your management's experience as appropriate.
 April 4, 2025
Page 3

 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>