Axiom Intelligence Acquisition Corp 1 Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 2nd, 2025 • Axiom Intelligence Acquisition Corp 1 • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2025, is made and entered into by and among Axiom Intelligence Acquisition Corp 1, a Cayman Islands exempted company (the “Company”), Axiom Intelligence Holdings 1 LLC, a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”), and Seaport Global Securities LLC (together with CCM, the “Representatives”) (each of the Sponsor and the Representatives, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
AXIOM INTELLIGENCE ACQUISITION CORP 1 London, United Kingdom SW1Y 5JGSecurities Subscription Agreement • May 14th, 2025 • Axiom Intelligence Acquisition Corp 1 • Blank checks • New York
Axiom Intelligence Acquisition Corp 1, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Axiom Intelligence Holdings 1 LLC, a Delaware limited liability company, (the “Subscriber” or “you”) has made to subscribe for 5,750,000 Class B ordinary shares of the Company (the “Shares”), US$0.0004 par value per share (the “Class B Ordinary Shares”), up to 750,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Ordinary Shares and the Company’s Class A ordinary shares, US$0.0001 par value per share (the “Class A Ordinary Shares”). Pursuant to the Company’s memorandum and articles of association (as may be amended, the “Articles”), Class B Ordinary Shares will convert into Class A Ord
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 2nd, 2025 • Axiom Intelligence Acquisition Corp 1 • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2025 by and between Axiom Intelligence Acquisition Corp 1, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • June 2nd, 2025 • Axiom Intelligence Acquisition Corp 1 • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2025, by and between Axiom Intelligence Acquisition Corp 1, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
Axiom Intelligence Acquisition Corp 1Underwriting Agreement • June 2nd, 2025 • Axiom Intelligence Acquisition Corp 1 • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Axiom Intelligence Acquisition Corp 1, a Cayman Islands exempted company (the “Company”), Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”), and Seaport Global Securities LLC (together with CCM, the “Representatives”), as representatives of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 20,125,000 of the Company’s units (including up to 2,625,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one right to receive one tenth (1/10) of a Class A ordinary share upon the consummation of an initial business combination (each, a “Share Right”). The Units shall be so
FORM OF PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • June 2nd, 2025 • Axiom Intelligence Acquisition Corp 1 • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [●], 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between Axiom Intelligence Acquisition Corp 1, a Cayman Islands exempted company (the “Company”), and Axiom Intelligence Holdings 1 LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF SHARE RIGHTS AGREEMENTShare Rights Agreement • June 2nd, 2025 • Axiom Intelligence Acquisition Corp 1 • Blank checks • New York
This Share Rights Agreement (this “Agreement”) is made as of [●], 2025 between Axiom Intelligence Acquisition Corp 1, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as rights agent (in such capacity, the “Share Rights Agent”).
UNDERWRITING AGREEMENTUnderwriting Agreement • June 24th, 2025 • Axiom Intelligence Acquisition Corp 1 • Blank checks • New York
The undersigned, Axiom Intelligence Acquisition Corp 1, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”) and Seaport Global Securities LLC (“Seaport” and collectively with CCM, the “Representatives”) and with the other underwriters named on Schedule A hereto (if any), for which the Representatives are acting as representative (the Representatives and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only the Representatives are listed on such Schedule A, any references to Underwriters shall refer exclusively to the Representatives) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 24th, 2025 • Axiom Intelligence Acquisition Corp 1 • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 17, 2025, is made and entered into by and among Axiom Intelligence Acquisition Corp 1, a Cayman Islands exempted company (the “Company”), Axiom Intelligence Holdings 1 LLC, a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”), and Seaport Global Securities LLC (together with CCM, the “Representatives”) (each of the Sponsor and the Representatives, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 24th, 2025 • Axiom Intelligence Acquisition Corp 1 • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 17, 2025 by and between Axiom Intelligence Acquisition Corp 1, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
UNDERWRITING AGREEMENTUnderwriting Agreement • June 2nd, 2025 • Axiom Intelligence Acquisition Corp 1 • Blank checks • New York
The undersigned, Axiom Intelligence Acquisition Corp 1, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”) and Seaport Global Securities LLC (“Seaport” and collectively with CCM, the “Representatives”) and with the other underwriters named on Schedule A hereto (if any), for which the Representatives are acting as representative (the Representatives and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only the Representatives are listed on such Schedule A, any references to Underwriters shall refer exclusively to the Representatives) as follows:
June 17, 2025 Axiom Intelligence Acquisition Corp 1Underwriting Agreement • June 24th, 2025 • Axiom Intelligence Acquisition Corp 1 • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Axiom Intelligence Acquisition Corp 1, a Cayman Islands exempted company (the “Company”), Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”), and Seaport Global Securities LLC (together with CCM, the “Representatives”), as representatives of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 20,125,000 of the Company’s units (including up to 2,625,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one right to receive one tenth (1/10) of a Class A ordinary share upon the consummation of an initial business combination (each, a “Share Right”). The Units shall be so
SHARE RIGHTS AGREEMENTShare Rights Agreement • June 24th, 2025 • Axiom Intelligence Acquisition Corp 1 • Blank checks • New York
This Share Rights Agreement (this “Agreement”) is made as of June 17, 2025 between Axiom Intelligence Acquisition Corp 1, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as rights agent (in such capacity, the “Share Rights Agent”).
FORM OF PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • June 2nd, 2025 • Axiom Intelligence Acquisition Corp 1 • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [●], 2025 (as it may from time to time be amended, this “Agreement”), is entered into between Axiom Intelligence Acquisition Corp 1, a Cayman Islands exempted company (the “Company”), Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“Cohen”) and Seaport Global Securities LLC (“Seaport” and, together with Cohen, the “Purchasers”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • June 24th, 2025 • Axiom Intelligence Acquisition Corp 1 • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of June 17, 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between Axiom Intelligence Acquisition Corp 1, a Cayman Islands exempted company (the “Company”), and Axiom Intelligence Holdings 1 LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • June 24th, 2025 • Axiom Intelligence Acquisition Corp 1 • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of June 17, 2025 (as it may from time to time be amended, this “Agreement”), is entered into between Axiom Intelligence Acquisition Corp 1, a Cayman Islands exempted company (the “Company”), Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“Cohen”) and Seaport Global Securities LLC (“Seaport” and, together with Cohen, the “Purchasers”).
INDEMNITY AGREEMENTIndemnity Agreement • June 24th, 2025 • Axiom Intelligence Acquisition Corp 1 • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 17, 2025, by and between Axiom Intelligence Acquisition Corp 1, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
AXIOM INTELLIGENCE ACQUISITION CORP 1 Berkeley Square House, 2nd Floor Berkeley Square London W1J 6BD United Kingdom June 17, 2025Administrative Services Agreement • June 24th, 2025 • Axiom Intelligence Acquisition Corp 1 • Blank checks
This letter agreement by and between Axiom Intelligence Acquisition Corp 1 (the “Company”) and Axiom Intelligence Holdings 1 LLC (the “Services Provider” and “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
AXIOM INTELLIGENCE ACQUISITION CORP 1 Berkeley Square House, 2nd Floor Berkeley Square London W1J 6BD United KingdomAdministrative Services Agreement • June 2nd, 2025 • Axiom Intelligence Acquisition Corp 1 • Blank checks