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Axiom Intelligence Acquisition to Merge With Terra Quantum Via Swiss PubCo; Earnout Up to 75M Shares
- Axiom Intelligence Acquisition to merge with Terra Quantum via a Swiss PubCo as the path to take Terra Quantum public.
- Earnouts of up to 75 million PubCo shares depend on 30-day VWAP thresholds and can accelerate on certain changes of control.
- Sponsor and shareholder agreements include voting commitments, non-redemption covenants, and 180-day lock-ups.
- Terra Quantum holders will receive PubCo shares at a set exchange ratio as part of the merger.
- The transaction is designed to take Terra Quantum public through a SPAC merger creating Swiss PubCo and Cayman Merger Sub entities.
- The agreements include voting and lock-up commitments from Terra Quantum shareholders to back the merger.
- The agreements include voting commitments, non-redemption covenants, and a 180-day lock-up period for stability.
- The deal is structured to ensure votes, prevent redemptions, and bolster deal certainty and post-closing stability.
- This summary references the original SEC filing related to AXIN's 8-K dated May 29, 2026.
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