Terra Quantum AG ("Terra Quantum" or the "Company"), a global leader in quantum technologies, quantum security, and AI-driven optimization solutions, and Axiom Intelligence Acquisition Corp 1 ("Axiom") (NASDAQ:AXINU), a publicly traded special purpose acquisition company, today announced the execution of a definitive Business Combination Agreement ("BCA") that will result in Terra Quantum becoming a publicly listed company.

 

Upon completion of the transaction, the combined company will operate under the Terra Quantum name and is expected to trade on the Nasdaq Stock Market under the ticker symbol "TQ."

The transaction values Terra Quantum at an equity value of approximately $3.5 billion, representing an increase from the valuation contemplated under the Company's previously announced non-binding letter of intent with another special purpose acquisition company. The enhanced valuation reflects Terra Quantum's continued commercial growth, expanding strategic partnerships, and ongoing development of its quantum technology platforms.

Headquartered in St. Gallen, Terra Quantum has established itself as a leading quantum technology company through its unique combination of proprietary quantum algorithms, quantum security solutions, hybrid quantum-classical computing technologies, and enterprise-grade software platforms. The Company serves customers across financial services, manufacturing, pharmaceuticals, logistics, energy, government, and defense sectors, helping organizations solve computationally intensive problems that were previously impractical or impossible to address using conventional approaches.

Building the World's Leading Quantum Technology Platform

Terra Quantum's mission is to accelerate the practical adoption of quantum technologies by delivering measurable business outcomes today while preparing enterprises for the quantum-powered future.

Unlike many participants in the sector that remain focused primarily on hardware development, Terra Quantum has built a comprehensive technology stack that combines quantum computing, quantum-inspired optimization, artificial intelligence, and quantum cybersecurity into a unified platform capable of generating immediate commercial value. This approach has enabled the Company to establish a growing global footprint and position itself at the forefront of one of the most transformative technological shifts of the twenty-first century.

As governments and enterprises increasingly prioritize investments in advanced computing and secure digital infrastructure, Terra Quantum believes it is uniquely positioned to capitalize on the massive market opportunity expected to develop over the coming decades.

Management Commentary

"Today's announcement marks a new chapter for Terra Quantum and validates the vision we established when we founded the company," said Markus Pflitsch, Founder and Chief Executive Officer of Terra Quantum. "Over the past several years, we have assembled a highly experienced team in quantum technology, developed a world-class portfolio of intellectual property, and demonstrated that quantum technologies can deliver real-world business value today. Becoming a publicly traded company will provide us with enhanced resources and visibility to accelerate innovation, expand globally, and further strengthen our position as a market leader in the quantum industry."

Pflitsch continued: "We believe quantum computing will fundamentally reshape industries, economies, and national competitiveness over the coming decades. Terra Quantum believes it is uniquely positioned to lead this transformation through our technology platform, commercial focus, and commitment to making quantum solutions accessible and impactful for enterprises worldwide."

"Axiom was formed to partner with an exceptional company that is defining the future of an important industry," said Doug Ward, Chief Executive Officer of Axiom. "Following extensive diligence, we believe Terra Quantum stands apart as one of the most advanced and commercially focused quantum technology companies globally. Its combination of scientific excellence, proprietary technology, enterprise adoption, and visionary leadership, coupled with a strong track record of building and scaling DeepTech companies, creates a compelling platform for long-term value creation. We are excited to support Terra Quantum as a publicly traded company."

Dr. Florian Neukart, Chief Technology Officer of Terra Quantum, added: "Our technology platform represents years of pioneering research and development by a highly experienced team of quantum scientists. By becoming a public company, we expect to have enhanced resources to continue pushing the boundaries of what is possible with quantum computing while delivering practical solutions that create measurable value for our enterprise customers today. We are entering an exciting new phase of growth and innovation."

Transaction Overview

The boards of directors of both Terra Quantum and Axiom have unanimously approved the proposed transaction.

Following the closing of the business combination, the combined company will continue to be led by Terra Quantum's existing management team, including Markus Pflitsch (Founder & CEO), Dr. Eike Marx (CFO and Chief Strategic Officer) and Dr. Florian Neukart (CTO).

The combined company is expected to remain headquartered in St. Gallen, Switzerland, while continuing to expand its international operations and strategic presence in key global markets.

Transaction Structure and Pro Forma Ownership

The proposed business combination values Terra Quantum at an implied pro forma enterprise value of approximately $3.6 billion, assuming no redemptions by Axiom's public stockholders.

Existing Terra Quantum shareholders are expected to roll 100% of their equity into the combined company. Upon closing, existing Terra Quantum shareholders are expected to own approximately 92% of the combined company, and Axiom's public stockholders and sponsor are expected to own approximately 8%, in each case assuming no redemptions by Axiom's public stockholders and excluding the impact of any additional financing.

Based on the funds in the trust account at the time of the IPO, the transaction is expected to deliver up to approximately $190 million of gross proceeds to the combined company, assuming no redemptions by Axiom's public stockholders, and without taking into account transaction expenses. The parties may also seek to raise additional capital through a private placement of equity securities ("PIPE") or other financing arrangements in connection with the closing of the business combination.

The transaction is expected to provide Terra Quantum with access to the public capital markets and additional financial flexibility to support:

  • Continued investment in research and development;
  • Expansion of enterprise sales and customer success capabilities;
  • Strategic acquisitions and partnerships;
  • Growth of its quantum security and quantum computing platforms; and
  • Geographic expansion across North America, Europe, the Middle East, and Asia-Pacific.

The transaction is targeted to close in the second half of 2026, subject to, among other things: (i) approval by Axiom's stockholders; (ii) the effectiveness of the Registration Statement to be filed with the SEC; (iii) the satisfaction of customary closing conditions set forth in the Business Combination Agreement; (iv) the receipt of required regulatory approvals; and (v) the approval of the listing of the combined company's securities on the Nasdaq Stock Market. There can be no assurance that the parties will be able to satisfy these conditions or complete the proposed business combination on the anticipated timeline, or at all.