Sec Form 3 Filing - Axiom Intelligence Holdings 1 LLC @ Axiom Intelligence Acquisition Corp 1 - 2025-06-17

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Axiom Intelligence Holdings 1 LLC
2. Issuer Name and Ticker or Trading Symbol
Axiom Intelligence Acquisition Corp 1 [ AXIN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
CO AXIOM INTELLIGENCE ACQUISITION CORP 1, BERKELEY SQUARE HOUSE
3. Date of Earliest Transaction (MM/DD/YY)
06/17/2025
(Street)
LONDON, X0W1J 6BD
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Class B Ordinary Shares ( 1 ) ( 1 ) ( 1 ) ( 1 ) Class A Ordinary Shares 6,708,333 ( 2 ) D ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Axiom Intelligence Holdings 1 LLC
CO AXIOM INTELLIGENCE ACQUISITION CORP 1
BERKELEY SQUARE HOUSE
LONDON, X0W1J 6BD
X
Dodd Richard H.
BERKELEY SQUARE HOUSE, 2ND FLOOR
BERKELEY SQUARE
LONDON, X0W1J 6BD
X X
Ward Douglas Edward
BERKELEY SQUARE HOUSE, 2ND FLOOR
BERKELEY SQUARE
LONDON, X0W1J 6BD
X X CEO
Signatures
/s/ Richard H. Dodd as managing member of Axiom Intelligence Holdings 1 LLC 06/17/2025
Signature of Reporting Person Date
/s/ Richard H. Dodd 06/17/2025
Signature of Reporting Person Date
/s/ Douglas Ward 06/17/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As described in the registration statement on Form S-1 (File No. 333-287279) of Axiom Intelligence Acquisition Corp 1 (the "Issuer") 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.
( 2 )These shares represent the Class B ordinary shares held by Axiom Intelligence Holdings 1 LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor. The Class B ordinary shares include up to 875,000 shares that are subject to forfeiture in the event the underwriters of the Issuer's initial public offering do not exercise their over-allotment option in full as described in the Issuer's registration statement.
( 3 )The Sponsor is the record holder of 6,708,333 founder shares, up to 875,000 of such shares will be forfeited for no consideration if the underwriters do not exercise the over-allotment option in full. Richard H. Dodd and Douglas Ward are the managing members of the Sponsor and, as a result, hold voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. Messrs. Dodd and Ward disclaim any beneficial ownership of the securities held by the Sponsor other than to the extent of their pecuniary interest therein, directly or indirectly.

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