AXIN merger with Terra Quantum
Terra Quantum AG is a Swiss, capital-light, hardware-agnostic quantum SOFTWARE company: hybrid quantum-classical algorithms and AI-driven optimization (TQ42 Studio, QAI Hub, TetraOpt, ClearVu) plus quantum cybersecurity … (Switzerland)Pre-revenue: the filings show no meaningful actual revenue for the most recent reported period.
Expected close, as filed: H2 2026.
Announced 25 May 2026.
The symbol the combined company is expected to trade under.
Terra Quantum AG is a Swiss-German quantum technology company headquartered in St. Gallen, Switzerland, that operates a hardware-agnostic "Quantum as a Service" platform spanning three core areas: quantum algorithms and software, access to quantum computing resources, and quantum-era cybersecurity. Unlike many quantum sector participants focused primarily on hardware development, Terra Quantum has built a comprehensive technology stack combining quantum computing, quantum-inspired optimization, artificial intelligence, and quantum cybersecurity into a unified platform designed to generate immediate commercial value. The company serves enterprise and institutional customers across financial services, manufacturing, pharmaceuticals, logistics, energy, government, and defense sectors, helping organizations solve computationally intensive problems that were previously impractical using conventional approaches. Terra Quantum reports more than 200 employees, over 70% of whom are research engineers and over 35% holding doctorates, and owns a portfolio of more than 100 patents.
The company was founded and is led by Markus Pflitsch, who serves as Chairman, CEO, and Founder. The leadership team also includes Dr. Eike Marx as CFO and Chief Strategic Officer, and Dr. Florian Neukart as Chief Technology Officer. Terra Quantum has raised more than $100 million in cumulative funding to date and has established a growing global footprint with operations and strategic presence across North America, Europe, the Middle East, and Asia-Pacific. The company's commercial traction spans multiple industries, and it has developed proprietary quantum algorithms, hybrid quantum-classical computing technologies, and enterprise-grade software platforms that position it at the forefront of what it calls the second quantum revolution.
Terra Quantum is going public via a SPAC merger with Axiom Intelligence Acquisition Corp. 1 (NASDAQ: AXIN), with which it signed a definitive Business Combination Agreement on May 25, 2026. The transaction values Terra Quantum at approximately $3.5 billion in equity value, representing an increase from the $3.25 billion valuation contemplated under a previously announced non-binding letter of intent with another SPAC, Mountain Lake Acquisition Corp. II. The enhanced valuation reflects Terra Quantum's continued commercial growth, expanding strategic partnerships, and ongoing development of its quantum technology platforms. The deal is expected to deliver up to approximately $190 million in gross proceeds from Axiom's trust, assuming no shareholder redemptions, with existing Terra Quantum shareholders rolling 100% of their equity and expected to own roughly 92% of the combined company. Upon closing, expected in the second half of 2026, the combined company will trade on Nasdaq under the ticker symbol "TQ."
The strategic rationale for going public via SPAC centers on accelerating Terra Quantum's global expansion and strengthening its leadership in quantum technologies and AI-driven optimization. The company plans to use the proceeds to accelerate research and development, expand global enterprise sales, pursue strategic partnerships and acquisitions, and support international growth. The transaction also provides enhanced visibility in the quantum computing sector and strengthens the company's balance sheet to support scaling operations globally. For Axiom, the deal resolves an existential imperative, as the SPAC's recent 10-Q filing disclosed substantial doubt about its ability to continue as a going concern due to an approaching deadline to complete a merger. Axiom CEO Doug Ward noted that following extensive diligence, Terra Quantum stood apart as one of the most advanced and commercially focused quantum technology companies globally, with a combination of scientific excellence, proprietary technology, enterprise adoption, and visionary leadership that creates a compelling platform for long-term value creation.
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
Effective equity counts every claim on the post-close company at $10.00 — rollover, public shares, the founder promote and the PIPE. The headline counts only the target.
- Sponsor promote
- 24%
- Break fee
- $15M
- Exchange ratio
- Exchange Ratio = Price per Share divided by $10.00
No committed PIPE. The Business Combination Agreement only contemplates that SPAC and PubCo 'may enter into subscription agreements with certain investors (the PIPE Investors)'; no amount, price or inmore ▾less ▴
What the filings actually value
The combined company net of that cash — what the buyers are paying for the BUSINESS. Every multiple below is struck on this figure and on nothing else.
What that price is, per dollar of sales
Enterprise value ÷ EBITDA — not shown
No EBITDA figure for Terra Quantum appears in any filing we hold, so no EV/EBITDA multiple is shown. We have not inferred one from a margin assumption — a multiple built on an assumed margin measures the assumption, not the company.
All figures above are stated in EX-99 press release0001213900-26-061057
EX-99 press release, 0001213900-26-061057: proFormaEnterpriseValueM "approximately $3.6 billion" — the sponsor rounding its own figure. A press release is a party's own claim, not a filed table: any stated capitalisation table supersedes it.
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: Terra Quantum
from 425The business actually being bought — described from SEC primary filings, with projections labelled as projections.
Terra Quantum AG is a Swiss, capital-light, hardware-agnostic quantum SOFTWARE company: hybrid quantum-classical algorithms and AI-driven optimization (TQ42 Studio, QAI Hub, TetraOpt, ClearVu) plus quantum cybersecurity (post-quantum cryptography, QKD, quantum random number generators). NO REVENUE FIGURE HAS EVER BEEN DISCLOSED IN ANY SEC FILING. As of 2026-08-14 no S-4/F-4 has been filed for this deal, and the 33-page June 2026 investor presentation filed as EX-99.1 contains no historical revenue, no ARR, no EBITDA and no financial projections of any kind - only TAM slides and transaction sources-and-uses. Company language about revenue is uniformly future-tense ('unlocking near-term revenues', 'near-term revenue opportunities'). Treat as effectively PRE-REVENUE at a $3.5 billion equity valuation until audited financials appear in the F-4.
Founded 2019.
The filings show no meaningful actual revenue for the most recent reported period.
Terra Quantum — every SPAC that has bid for it, and its listed peers
Expensive or cheap?
vs 5 listed peersA price only means something next to what the same kind of business costs on the stock market. This divides what the buyers are paying by what Terra Quantum actually sells, and sets the answer against its closest listed comparables — or says plainly when that cannot be done.
SpacBrain’s read on the price
No multiple can be computed
Terra Quantum has no meaningful revenue yet, so no multiple is computable — this is priced on a story, not on financials. The deal still values it at $3.6bn.
The company reports no meaningful sales yet, so there is nothing to divide the price by.
Pro-forma enterprise value as filed.
No meaningful revenue in the most recent reported period.
Not computable — the filings show no meaningful revenue for the most recent reported period.
$1 of their sales costs $112.85 on the open market. Median of 5 listed companies we judged a true comparable, which individually run from 7.97× to 586.39×. Their share prices are from 15 August 2026, not today.
What qualifies the figures above
- QUCY, QNT, SEQC, HQ, INFQ, RSKD have no revenue to divide by, so they are shown but left out of the peer median.
- RGTI, HUBC shown for context only — not close enough to move the median.
The 13 listed companies it is measured against, and why
- ARQQ338.04× revenue
Arqit Quantum sells quantum-safe / post-quantum encryption as licensed software to enterprises and governments with essentially no hardware - the closest listed match to Terra Quantum's capital-light quantum-security software model, and at a comparable (very small) revenue base and sub-$2B-to-few-$B market cap bucket.
- QUCYno revenue multiple
Direct comp: IT Services & Consulting (NEC); micro-cap ($10m); shares quantum, cryptography, cybersecurity, post, computing, security with the target's own description; forward EV/Sales 83.8x.
- QBTS586.39× revenue
D-Wave is the listed quantum name with the largest quantum-software/hybrid-solver and Leap cloud services business (quantum-as-a-service to enterprises for optimization), which is the same commercial motion Terra Quantum runs; scale bucket is comparable to Terra Quantum's implied valuation.
- IONQ63.18× revenue
Listed pure-play quantum company that also sells quantum networking and quantum-safe security alongside compute, and is the anchor comparable in essentially every quantum de-SPAC comp set; larger scale bucket but sets the sector multiple Terra Quantum is being priced against.
- QNTno revenue multiple
Direct comp: IT Services & Consulting (NEC); shares quantum, random, computing, number, hardware, software with the target's own description; forward EV/Sales 556.5x.
- QUBT112.85× revenue
Quantum Computing Inc sells quantum random number generators and quantum optimization software/services - directly overlapping Terra Quantum's QRNG and optimization lines, at a similarly minimal revenue base.
- SEQCno revenue multiple
Direct comp: IT Services & Consulting (NEC); shares quantum, classical, computing, hardware, software, for with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- RGTI441.51× revenuecontext only — left out of the median
Rigetti is a hardware-first full-stack quantum builder; Terra Quantum's own deck explicitly differentiates itself from 'Quantum Hardware Players' with 'No dependency on future hardware / modality', so the business models diverge - included only as a sector-multiple reference.
- HQno revenue multiple
Operational comp: Software (NEC); shares quantum, agnostic, hardware, software, company, and with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- LAES7.97× revenue
Operational comp: Semiconductors (NEC); small-cap ($724m); shares quantum, cryptography, post, hardware, for, company with the target's own description; forward EV/Sales 6.2x.
- INFQno revenue multiple
Operational comp: Electronic Equipment & Parts (NEC) (Information Technology group); small-cap ($812m); shares quantum, computing, language, uses, security, software with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- RSKDno revenue multiple
Operational comp: Software (NEC); small-cap ($736m); shares historical, transaction, billion, uses, security, software with the target's own description; forward EV/Sales 1.5x.
- HUBCno revenue multiplecontext only — left out of the median
Adjacent: Security Software — the businesses read alike, the vendor classification does not agree; micro-cap ($14m); shares quantum, hub, cybersecurity, computing, security, hardware with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
Which companies count as comparable is our judgement, written out above so you can disagree with it. The median is what these shares happened to trade at on the date given — not a price anyone is offering for this deal.
Earnout — the contingent shares
Shares that only vest if targets are hit. They are excluded from the effective value above because they are not equity today — but they are dilution waiting on success.
Up to 75,000,000 Earnout Shares in three 25,000,000-share tranches on 30-day VWAP triggers of $12.50, $15.00 and a third level
Set against the actuals: the target is pre-revenue in its most recent reported period, so every earnout trigger sits above a base of roughly zero.
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.