A general class of holographic theories with a nontrivial $theta$-angle are analyzed. The instanton density operator is dual to a bulk axion field. We calculate the ground-state solutions with nontrivial source, $a_{UV}$, for the axion, for both steep and soft dilaton potentials in the IR, and both in $d=3$ and $d=4$. We find all cases to be qualitatively similar. We also calculate the spin$=2,0$ glueball spectra and show that the glueball masses monotonically decrease as functions of $a_{UV}$ (or $theta$-angle). The slopes of glueball masses are different, generically, in different potentials. In the case of steep dilaton potentials, the glueball (masses)$^2$ turn negative before the maximum of $a_{UV}$ is attained. We interpret this as a signal for a favored instanton condensation in the bulk. We also investigate strong CP-violation in the effective glueball action.
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