Terra Quantum hits public markets via $3.5B Axiom SPAC merger

Terra Quantum entered into a definitive business combination agreement with Axiom Intelligence Acquisition Corp 1 (NASDAQ:AXIMU), a special purpose acquisition company, to take the Swiss quantum technology developer public on the Nasdaq Stock Market.

The St. Gallen, Switzerland-based company announced Tuesday that the transaction implies a pro forma equity value of approximately $3.5 billion and a pro forma enterprise value of $3.6 billion.

Upon completion of the merger, the combined entity will operate under the Terra Quantum name and trade under the ticker symbol "TQ."

The updated $3.5 billion equity valuation marks a clear increase from the figures contemplated in Terra Quantum's previously disclosed non-binding letters of intent with prior blank-check vehicles.

Management attributed the valuation premium to rapid enterprise commercialization, expanding government contracts, and the steady maturation of its core software ecosystem.

The transaction is structured to yield up to $190 million in gross cash proceeds at closing, assuming zero redemptions by Axiom's public shareholders.

To underscore long-term operational alignment, existing Terra Quantum equity holders will roll 100% of their equity into the new public entity, retaining an estimated 92% ownership stake.

Axiom’s public shareholders and sponsor group will control the remaining 8% block, prior to any secondary pipe financing.

Terra Quantum will maintain its existing corporate leadership structure, led by Founder, Chief Executive Officer, and Chairman Markus Pflitsch.

The organization will remain headquartered in its deep-tech hub in St. Gallen.

The company plans to deploy the fresh public capital directly into its core deep-tech research and development roadmaps, multi-region sales expansions, and tactical technology acquisitions.

Operationally, the funds will accelerate the commercial deployment of its hybrid quantum-classical algorithms, end-to-end quantum security encryption modules, and cloud-accessible platform-as-a-service configurations.

The transaction has been unanimously approved by the boards of directors of both Terra Quantum and Axiom.

The business combination is targeted for completion during the second half of 2026, subject to customary closing conditions, regulatory approvals, and authorization from Axiom's voting shareholders.