APMIU / AxonPrime Infrastructure Acquisition Corp - Units (1 Ord Share Class A & 1/3 War) - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

US05467C1080 / AxonPrime Infrastructure Acquisition Corp., Class A / Sandia Investment Management LP - AMENDMENT NO. 1 Passive Investment

SC 13G 1 schedule13ga.htm AMENDMENT NO. 1 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Axonprime Infrastructure Acquisition Corporation (Name of Issuer) Class A Common Stock (Title of Class of Securities) 05467C108 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

US05467C1080 / AxonPrime Infrastructure Acquisition Corp., Class A / Arena Capital Advisors, LLC- CA - SC 13G/A Passive Investment

SC 13G/A 1 d751947dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* AxonPrime Infrastructure Acquisition Corp (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) CUSIP: 05467C108 (CUSIP Number) December 31, 2023 (Date of Event Which Requ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40740 AxonPrime Infrastructure Acquisition Corporation (Exact name of re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number 001-40740 AXONPRIME

Loeb & Loeb LLP

Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 Main 212.407.4000 Fax 212.407.4990 August 15, 2023 United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attn: Eric McPhee Re: AxonPrime Infrastructure Acquisition Corporation Form 10-K for the year ended December 31, 2022 File No. 001-40740 D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001 40740 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transitio

AxonPrime Infrastructure Acquisition Corporation Announces plan to Liquidate

Exhibit 99.1 AxonPrime Infrastructure Acquisition Corporation Announces plan to Liquidate NEW YORK, August 10, 2023 - AxonPrime Infrastructure Acquisition Corporation (the “Company”) today announced that it will not be able to consummate an initial business combination by August 17, 2023. Accordingly, promptly after August 17, 2023, the Company intends to liquidate in accordance with the provision

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 9, 2023 AxonPrime Infrastructure Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-40740 86-3116385 (State or other jurisdiction of in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number 001-40740 AXONPRIM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001 40740 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2023. ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 005-92798 AXONPRIME INFRASTRUCTURE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 86-3116385 (State or Other Jurisdiction of Incorporation or Organization) (I.

List of Subsidiaries

EX-21 3 brhc20051478ex21.htm EXHIBIT 21 Exhibit 21 List of Subsidiaries None

DESCRIPTION OF SECURITIES

Exhibit 4.5 DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of AxonPrime Infrastructure Acquisition Corporation (“we,” “us,” “our,” or the “Company”) is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to the Company’s Second Amended and Restated Certificate of Incorporation (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001 40740 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Trans

US05467C1080 / AxonPrime Infrastructure Acquisition Corp., Class A / 683 Capital Management, LLC - AMENDMENT NO. 1 TO THE SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 1)* AxonPrime Infrastructure Acquisition Corp (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 05467C108 (CUSIP Numbe

US05467C1080 / AxonPrime Infrastructure Acquisition Corp., Class A / Sculptor Capital LP - SC 13G/A Passive Investment

SC 13G/A 1 d274677dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* AxonPrime Infrastructure Acquisition Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 05467C108 (CUSIP Number) December 31, 2022 (Date of Event Which Requ

US05467C1080 / AxonPrime Infrastructure Acquisition Corp., Class A / Arena Capital Advisors, LLC- CA - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* AxonPrime Infrastructure Acquisition Corp (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) CUSIP: 05467C108 (CUSIP Number) FEBRUARY 10, 2023 (Date of Event Which Requires Filing of this Statement) Check th

US05467C1080 / AxonPrime Infrastructure Acquisition Corp., Class A / Fortress Investment Group LLC - SCHEDULE 13G, AMENDMENT NO. 1 Passive Investment

SC 13G/A 1 sc13ga1.htm SCHEDULE 13G, AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* AxonPrime Infrastructure Acquisition Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 05467C108 (CUSIP Number) December 31, 2022 (Date of Ev

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number 001-40740 AXON

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: September 30, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number 001-40740 AXONPRIME

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: June 30, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on For

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 6, 2022 AxonPrime Infrastructure Acquisition Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40740 86-3116385 (State or other jurisdiction of inco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number 001-40740 AXONPRIM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 brhc10037735nt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Repor

DESCRIPTION OF SECURITIES

EX-4.5 2 brhc10035441ex4-5.htm EXHIBIT 4.5 Exhibit 4.5 DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of AxonPrime Infrastructure Acquisition Corporation (“we,” “us,” “our,” or the “Company”) is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to the Company’s Second Amended

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 005-92798 AXONPRIME INFRASTRUCTURE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 86-3116385 (State or Other Jurisdiction of Incorporation or Organization) (I.

JOINT FILING AGREEMENT

EX-99.1 2 exhibit99-1.htm Exhibit 99.1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of February 14, 2022 is by and among Sandia Investment Management L.P. and Timothy J. Sichler (the foregoing are collectively referred to herein as the “Filers”). Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D and/or 1

APMIU / AxonPrime Infrastructure Acquisition Corporation Unit / Sculptor Capital LP - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* AxonPrime Infrastructure Acquisition Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 05467C108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement)

APMIU / AxonPrime Infrastructure Acquisition Corporation Unit / Arena Capital Advisors, LLC- CA - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* AxonPrime Infrastructure Acquisition Corp (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) CUSIP: 05467C108 (CUSIP Number) FEBRUARY 10, 2022 (Date of Event Which Requires Filing of this Statement) Check the

APMIU / AxonPrime Infrastructure Acquisition Corporation Unit / Sandia Investment Management LP Passive Investment

SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Axonprime Infrastructure Acquisition Corporation (Name of Issuer) Class A Common Stock (Title of Class of Securities) 05467C108 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [

APMIU / AxonPrime Infrastructure Acquisition Corporation Unit / Polar Asset Management Partners Inc. - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Axonprime Infrastructure Acquisition Corporation (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 05467C108 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the

AxonPrime Infrastructure Acquisition Corporation 126 E 56th St., 30th Floor New York, New York 10022

EX-10.3 3 brhc10030602ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 AxonPrime Infrastructure Acquisition Corporation 126 E 56th St., 30th Floor New York, New York 10022 August 12, 2021 AxonPrime Infrastructure Sponsor LLC 126 E 56th St., 30th Floor New York, New York 10022 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between AxonPrime Infrastructure Acquisition C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number 001-40740 AXON

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

EX-10.2 2 brhc10030602ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of August 12, 2021, is entered into by and between AxonPrime Infrastructure Acquisition Corporation, a Delaware corporation (the “

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response ............ 2.50 SEC FILE NUMBER…001-40740 CUSIP NUMBER…05467C108 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended

APMIU / AxonPrime Infrastructure Acquisition Corporation Unit / 683 Capital Management, LLC Passive Investment

SC 13G 1 axon13g-081321.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. )* AxonPrime Infrastructure Acquisition Corp (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securit

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 1, 2021 AxonPrime Infrastructure Acquisition Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40740 86-3116385 (State or other jurisdiction of i

AxonPrime Infrastructure Acquisition Corporation Announces Class A Common Stock and Warrants to Commence Separate Trading

Exhibit 99.1 AxonPrime Infrastructure Acquisition Corporation Announces Class A Common Stock and Warrants to Commence Separate Trading NEW YORK, October 1, 2021 ? AxonPrime Infrastructure Acquisition Corporation (NASDAQ: APMIU) (the ?Company?) announced today that, beginning October 4, 2021, holders of the units sold in the Company?s initial public offering of 15,000,000 units completed on August

BYLAWS AXONPRIME INFRASTRUCTURE ACQUISITION CORPORATION (THE “CORPORATION”) ARTICLE I

EX-3.2 2 brhc10029221ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 BYLAWS OF AXONPRIME INFRASTRUCTURE ACQUISITION CORPORATION (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number 001-40740 AXONPRIME

JOINT FILING AGREEMENT

Exhibit 6 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing with the Securities and Exchange Commission on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to certain shares of the Class A common stock, par value $0.

APMIU / AxonPrime Infrastructure Acquisition Corporation Unit / AxonPrime Infrastructure Sponsor LLC - SC 13D Activist Investment

SC 13D 1 brhc10028479sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) AxonPrime Infrastructure Acquisition Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 05467C 108 (CUSIP Number) Dinakar Singh AxonPrime Infrastructure Sponso

Financial Statements and Exhibits, Other Events

8-K 1 nt10023866x198k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 25, 2021 AxonPrime Infrastructure Acquisition Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40740 86-3116385 (St

AXONPRIME INFRASTRUCTURE ACQUISITION CORPORATION

Exhibit 99.1 AXONPRIME INFRASTRUCTURE ACQUISITION CORPORATION Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of August 17, 2021 F-3 Notes to Financial Statement F-4 F-1 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of AxonPrime Infrastructure Acquisition Corporation Opinion on the Financial Statement We have aud

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

EX-10.4 6 nt10023866x18ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of August 17, 2021, is entered into by and between AxonPrime Infrastructure Acquisition Corporation, a Delaware corporation (the

[Signature page follows]

EX-10.1 3 nt10023866x18ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 August 12, 2021 AxonPrime Infrastructure Acquisition Corporation 126 E 56th St., 30th Floor New York, New York 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be e

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 nt10023866x188k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 12, 2021 AxonPrime Infrastructure Acquisition Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40740 86-311638

INVESTMENT MANAGEMENT TRUST AGREEMENT

EX-10.2 4 nt10023866x18ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 17, 2021 by and between AxonPrime Infrastructure Acquisition Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust corporation (the “Trustee”).

APMIU / AxonPrime Infrastructure Acquisition Corporation Unit / FIG LLC Passive Investment

SC 13G 1 ff44490013g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* AxonPrime Infrastructure Acquisition Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 05467C207** (CUSIP Number) August 13, 2021 (Date of Event Which Requires Filing of

AxonPrime Infrastructure Acquisition Corp. Announces Pricing of $150 Million Initial Public Offering

Exhibit 99.1 AxonPrime Infrastructure Acquisition Corp. Announces Pricing of $150 Million Initial Public Offering NEW YORK, Aug. 13, 2021 - AxonPrime Infrastructure Acquisition Corporation (the "Company"), a blank check company targeting the infrastructure sector, today announced the pricing of its initial public offering of 15,000,000 units at a price of $10.00 per unit. The units will be listed

WARRANT AGREEMENT AxonPrime Infrastructure Acquisition Corporation Computershare Inc. Computershare Trust Company, N.A.

EX-4.1 2 nt10023866x18ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 WARRANT AGREEMENT between AxonPrime Infrastructure Acquisition Corporation and Computershare Inc. Computershare Trust Company, N.A. THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 17, 2021, is by and between AxonPrime Infrastructure Acquisition Corporation, a Delaware corporation (the “Company”), Computershare Inc., a Delaware c

AxonPrime Infrastructure Acquisition Corporation Announces Closing of $150 Million Initial Public Offering

EX-99.2 9 nt10023866x18ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 AxonPrime Infrastructure Acquisition Corporation Announces Closing of $150 Million Initial Public Offering NEW YORK, Aug. 17, 2021- AxonPrime Infrastructure Acquisition Corporation (the "Company") announced today that it closed its initial public offering of 15,000,000 units at $10.00 per unit. The offering resulted in gross proceeds to t

AxonPrime Infrastructure Acquisition Corporation 126 E 56th St., 30th Floor New York, New York 10022

EX-10.5 7 nt10023866x18ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 AxonPrime Infrastructure Acquisition Corporation 126 E 56th St., 30th Floor New York, New York 10022 August 17, 2021 AxonPrime Infrastructure Sponsor LLC 126 E 56th St., 30th Floor New York, New York 10022 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between AxonPrime Infrastructure Acquisition

REGISTRATION RIGHTS AGREEMENT

EX-10.3 5 nt10023866x18ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 17, 2021, is made and entered into by and among AxonPrime Infrastructure Acquisition Corporation, a Delaware corporation (the “Company”), AxonPrime Infrastructure Sponsor LLC, a Delaware limited liability company (the “Sponsor”), the ot

APMIU / AxonPrime Infrastructure Acquisition Corporation Unit / Sculptor Capital LP - SC 13G Passive Investment

SC 13G 1 d197719dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* AxonPrime Infrastructure Acquisition Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 05467C207 (CUSIP Number) August 13, 2021 (Date of Event Which Requires Fil

3.1 (1)

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AXONPRIME INFRASTRUCTURE ACQUISITION CORPORATION August 16, 2021 AxonPrime Infrastructure Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “AxonPrime Infrastructure Acquisition Corporation

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

8-K 1 nt10023866x178k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 16, 2021 AxonPrime Infrastructure Acquisition Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40740 86-311638

$150,000,000 AxonPrime Infrastructure Acquisition Corporation 15,000,000 Units

424B4 1 nt10023866x16424b4.htm 424B4 TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No. 333-257777 $150,000,000 AxonPrime Infrastructure Acquisition Corporation 15,000,000 Units AxonPrime Infrastructure Acquisition Corporation is a newly incorporated blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorgan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 AxonPrime Infrastructure Acquisition Corporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 AxonPrime Infrastructure Acquisition Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware 86-3116385 (State of Incorporation or Organization) (I.R.S. Employer Identification

[Signature Page Follows]

Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 August 10, 2021 VIA EDGAR Office of Real Estate & Construction Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549-3561 Re: AxonPrime Infrastructure Acquisition Corporation (the ?Company?) Registration Statement on Form S-1 (Registration No. 333-257777) Ladies and Gentlemen: In acc

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Hogan Lovells US LLP 390 Madison Avenue New York, NY 10017 T +1 212 918 3000 F +1 212 918 3100 www.

AxonPrime Infrastructure Acquisition Corporation 126 E 56th St., 30th Floor New York, New York 10022

AxonPrime Infrastructure Acquisition Corporation 126 E 56th St., 30th Floor New York, New York 10022 August 10, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attn: Jennifer Gowetski and Pamela Long Re: AxonPrime Infrastructure Acquisition Corporation Registration Statement on Form S-1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AxonPrime Infrastructure Acquisition Corporation (Exact name of registrant as specified in its ch

S-1/A 1 nt10023866x12s1a.htm S-1/A TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on August 10, 2021 under the Securities Act of 1933, as amended. No. 333-257777 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AxonPrime Infrastructure Acquisition Corporation (Exa

INVESTMENT AGREEMENT

EX-10.10 2 nt10023866x10ex10-10.htm EXHIBIT 10.10 Exhibit 10.10 INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and among (i) AxonPrime Infrastructure Acquisition Corporation, a Delaware corporation (the “SPAC”), (ii) AxonPrime Infrastructure Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and (iii) [●] (“Investor”). RECITALS WHERE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AxonPrime Infrastructure Acquisition Corporation (Exact name of registrant as specified in its ch

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on August 4, 2021 under the Securities Act of 1933, as amended. No. 333-257777 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AxonPrime Infrastructure Acquisition Corporation (Exact name of registrant as specified i

AXONPRIME INFRASTRUCTURE ACQUISITION CORPORATION CODE OF ETHICS

EX-14 10 nt10023866x6ex14.htm EXHIBIT 14 Exhibit 14 AXONPRIME INFRASTRUCTURE ACQUISITION CORPORATION CODE OF ETHICS 1. Introduction The Board of Directors of AxonPrime Infrastructure Acquisition Corporation (the “Company”) has adopted this code of ethics (this “Code”), which is applicable to all directors, officers, and employees of the Company, with the intent to: • promote honest and ethical con

WARRANT AGREEMENT AxonPrime Infrastructure Acquisition Corporation Computershare Inc. Computershare Trust Company, N.A.

EX-4.4 5 nt10023866x6ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 WARRANT AGREEMENT between AxonPrime Infrastructure Acquisition Corporation and Computershare Inc. Computershare Trust Company, N.A. THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021, is by and between AxonPrime Infrastructure Acquisition Corporation, a Delaware corporation (the “Company”), Computershare Inc., a Delaware corporation

As filed with the U.S. Securities and Exchange Commission on July 20, 2021 under the Securities Act of 1933, as amended.

As filed with the U.S. Securities and Exchange Commission on July 20, 2021 under the Securities Act of 1933, as amended. No. 333-257777 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AxonPrime Infrastructure Acquisition Corporation (Exact name of registrant as specified in its charter) Dela

[Signature page follows]

EX-10.2 7 nt10023866x6ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 [●], 2021 AxonPrime Infrastructure Acquisition Corporation 126 E 56th St., 30th Floor New York, New York 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AXONPRIME INFRASTRUCTURE ACQUISITION CORPORATION July [●], 2021

EX-3.2 3 nt10023866x6ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AXONPRIME INFRASTRUCTURE ACQUISITION CORPORATION July [●], 2021 AxonPrime Infrastructure Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “AxonPr

REGISTRATION RIGHTS AGREEMENT

EX-10.4 8 nt10023866x6ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among AxonPrime Infrastructure Acquisition Corporation, a Delaware corporation (the “Company”), AxonPrime Infrastructure Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the other

AXONPRIME INFRASTRUCTURE ACQUISITION CORPORATION (THE “CORPORATION”) ARTICLE I

EX-3.3 4 nt10023866x6ex3-3.htm EXHIBIT 3.3 Exhibit 3.3 BYLAWS OF AXONPRIME INFRASTRUCTURE ACQUISITION CORPORATION (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or

AxonPrime Infrastructure Acquisition Corporation 126 E 56th St., 30th Floor New York, New York 10022

EX-10.9 9 nt10023866x6ex10-9.htm EXHIBIT 10.9 Exhibit 10.9 AxonPrime Infrastructure Acquisition Corporation 126 E 56th St., 30th Floor New York, New York 10022 [●], 2021 AxonPrime Infrastructure Sponsor LLC 126 E 56th St., 30th Floor New York, New York 10022 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between AxonPrime Infrastructure Acquisition Corpora

15,000,000 Units AXONPRIME INFRASTRUCTURE ACQUISITION CORPORATION UNDERWRITING AGREEMENT

EX-1.1 2 nt10023866x6ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 15,000,000 Units AXONPRIME INFRASTRUCTURE ACQUISITION CORPORATION UNDERWRITING AGREEMENT July [●], 2021 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 As Representative of the several Underwriters Ladies and Gentlemen: AxonPrime Infrastructure Acquisition Corporation, a Delaware corporation (the “Company”), proposes, subject t

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CORRESP 1 filename1.htm Hogan Lovells US LLP 390 Madison Avenue New York, NY 10017 T +1 212 918 3000 F +1 212 918 3100 www.hoganlovells.com July 8, 2021 Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: Peter McPhun, Wilson Lee and Jennifer Gowetski Re: AxonPrime Infrastructure Acquisition Co

SECURITIES ASSIGNMENT AGREEMENT

EX-10.6 8 nt10023866x4ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 SECURITIES ASSIGNMENT AGREEMENT This Securities Assignment Agreement (this “Agreement”), dated as of April 19, 2021, is made and entered into by and among The Immovable Movers Trust (the “Initial Purchaser”), AxonPrime Infrastructure Sponsor LLC, a Delaware corporation (the “Sponsor”) and AxonPrime Infrastructure Acquisition Corporation (t

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

EX-10.7 9 nt10023866x4ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [•], 2021, is entered into by and between AxonPrime Infrastructure Acquisition Corporation, a Delaware corporation (the “Compan

As filed with the United States Securities and Exchange Commission on July 8, 2021

S-1 1 nt10023866x4s1.htm S-1 TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on July 8, 2021 Registration No. 333-     UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-l REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AxonPrime Infrastructure Acquisition Corporation (Exact name of registrant as specified in its charter) Del

CONSENT OF DIRECTOR

EX-99.2 13 nt10023866x4ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 CONSENT OF DIRECTOR In connection with the filing by AxonPrime Infrastructure Acquisition Corporation (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 4

AXONPRIME INFRASTRUCTURE ACQUISITION CORPORATION

EX-4.2 4 nt10023866x4ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 NUMBER NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [•] AXONPRIME INFRASTRUCTURE ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF AXONPRIME INFRA

AxonPrime Infrastructure Acquisition Corporation 126 East 56th Street New York, NY 10022

EX-10.5 7 nt10023866x4ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 April 9, 2021 AxonPrime Infrastructure Acquisition Corporation 126 East 56th Street New York, NY 10022 The Immovable Movers Trust 320 E Broadway Avenue Jackson, WY 83001 RE: Securities Subscription Agreement Ladies and Gentlemen: AxonPrime Infrastructure Acquisition Corporation, a Delaware corporation (the “Company”), is pleased to accept

INVESTMENT MANAGEMENT TRUST AGREEMENT

EX-10.3 6 nt10023866x4ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021 by and between AxonPrime Infrastructure Acquisition Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust corporation (the “Trustee”). WHEREA

CONSENT OF INDEPENDENT DIRECTOR

EX-99.1 12 nt10023866x4ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 CONSENT OF INDEPENDENT DIRECTOR In connection with the filing by AxonPrime Infrastructure Acquisition Corporation (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursua

PROMISSORY NOTE

EX-10.1 5 nt10023866x4ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISF

State of Delaware Secretary of State Division of Corporations Delivered 04:55PM 04/07/2021 FILED 04:55 PM 04/07/2021 SR 20211212412 – 5761632

EX-3.1 2 nt10023866x4ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 04:55PM 04/07/2021 FILED 04:55 PM 04/07/2021 SR 20211212412 – 5761632 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AXONPRIME INFRASTRUCTURE ACQUISITION CORPORATION April 7, 2021 AxonPrime Infrastructure Acquisition Corporation, a corporation organized and existing

CONSENT OF INDEPENDENT DIRECTOR

EX-99.3 14 nt10023866x4ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 CONSENT OF INDEPENDENT DIRECTOR In connection with the filing by AxonPrime Infrastructure Acquisition Corporation (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursua

INDEMNITY AGREEMENT

EX-10.8 10 nt10023866x4ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between AxonPrime Infrastructure Acquisition Corporation, a Delaware corporation (the “Company”), and [●] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, of

CONSENT OF INDEPENDENT DIRECTOR

EX-99.4 15 nt10023866x4ex99-4.htm EXHIBIT 99.4 Exhibit 99.4 CONSENT OF INDEPENDENT DIRECTOR In connection with the filing by AxonPrime Infrastructure Acquisition Corporation (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursua

AXONPRIME INFRASTRUCTURE ACQUISITION CORPORATION UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK

EX-4.1 3 nt10023866x4ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP AXONPRIME INFRASTRUCTURE ACQUISITION CORPORATION UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Un

This is a confidential draft submission to the United States Securities and Exchange Commission on May 3, 2021 and is not being filed under the Securities Act of 1933, as amended.

DRS 1 filename1.htm TABLE OF CONTENTS This is a confidential draft submission to the United States Securities and Exchange Commission on May 3, 2021 and is not being filed under the Securities Act of 1933, as amended. Registration No. 333-     UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-l REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AxonPrime Infrastru

Hogan Lovells US LLP

DRSLTR 1 filename1.htm Hogan Lovells US LLP 390 Madison Avenue New York, NY 10017 T +1 212 918 3000 F +1 212 918 3100 www.hoganlovells.com May 3, 2021 CONFIDENTIAL SUBMISSION VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Re: AxonPrime Infrastructure Acquisition Corporation Draft Registration Statement on Form S-1 Ladies