AxonPrime Infrastructure Acquisition (APMI) SC 13G AxonPrime Infrastructure Acquisition / FIG ownership change

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 this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐		Rule 13d-1(b)
☑		Rule 13d-1(c)
☐		Rule 13d-1(d)
*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosure provided in a prior cover page.
	The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of the section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

**  See Item 2(e).

CUSIP No. 05467C207

1	NAMES OF REPORTING PERSONS
	FIG LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			1,000,000
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			1,000,000
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,000,000
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.7%(1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

⁽¹⁾ Based on 15,000,000 shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”) outstanding as of August 17, 2021, as reflected in the prospectus filed by the Issuer with the U.S. Securities and Exchange Commission (“SEC”) on August 16, 2021 (indicating that there would be 15,000,000 units, each consisting of one share of the Company’s Class A common stock and one-third of one redeemable warrant, outstanding after the closing of the Issuer’s initial public offering, assuming that the underwriters do not exercise their over-allotment option) and the Issuer’s August 17, 2021 press release (indicating that the Issuer’s initial public offering of 15,000,000 units had closed).

CUSIP No. 05467C207

1	NAMES OF REPORTING PERSONS
	Fortress Operating Entity I LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			1,000,000
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			1,000,000
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,000,000
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.7%(1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

⁽¹⁾ Based on 15,000,000 shares of Class A Common Stock outstanding as of August 17, 2021, as reflected in the prospectus filed by the Issuer with the SEC on August 16, 2021 (indicating that there would be 15,000,000 units, each consisting of one share of the Company’s Class A common stock and one-third of one redeemable warrant, outstanding after the closing of the Issuer’s initial public offering, assuming that the underwriters do not exercise their over-allotment option) and the Issuer’s August 17, 2021 press release (indicating that the Issuer’s initial public offering of 15,000,000 units had closed).

CUSIP No. 05467C207

1	NAMES OF REPORTING PERSONS
	FIG Corp.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			1,000,000
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			1,000,000
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,000,000
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.7%(1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

⁽¹⁾ Based on 15,000,000 shares of Class A Common Stock outstanding as of August 17, 2021, as reflected in the prospectus filed by the Issuer with the SEC on August 16, 2021 (indicating that there would be 15,000,000 units, each consisting of one share of the Company’s Class A common stock and one-third of one redeemable warrant, outstanding after the closing of the Issuer’s initial public offering, assuming that the underwriters do not exercise their over-allotment option) and the Issuer’s August 17, 2021 press release (indicating that the Issuer’s initial public offering of 15,000,000 units had closed).

 

CUSIP No. 05467C207

1	NAMES OF REPORTING PERSONS
	Fortress Investment Group LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			1,000,000
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			1,000,000
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,000,000
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.7%(1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

⁽¹⁾ Based on 15,000,000 shares of Class A Common Stock outstanding as of August 17, 2021, as reflected in the prospectus filed by the Issuer with the SEC on August 16, 2021 (indicating that there would be 15,000,000 units, each consisting of one share of the Company’s Class A common stock and one-third of one redeemable warrant, outstanding after the closing of the Issuer’s initial public offering, assuming that the underwriters do not exercise their over-allotment option) and the Issuer’s August 17, 2021 press release (indicating that the Issuer’s initial public offering of 15,000,000 units had closed).

 

Item 1(a) Name of Issuer

The name of the issuer is AxonPrime Infrastructure Acquisition Corporation (the “Issuer”).

Item 1(b) Address of Issuer’s Principal Executive Offices

The Issuer’s principal executive offices are located at: 126 E. 56^th St., 30^th Floor, New York, NY 10022.

Item 2(a) Name of Person Filing

This Schedule 13G is being filed on behalf of the following persons (the “Reporting Persons”)*:

(i)	FIG LLC, a Delaware limited liability company, indirectly controls investment advisors to certain investment funds (the “Funds”) that hold Issuer units, each consisting of one share of Common Stock and one-third of one redeemable, contingent warrant to purchase one share of Common Stock, and may therefore be deemed to beneficially own the Common Stock included in such units (the “Shares”);
(ii)	Fortress Operating Entity I LP, a Delaware limited partnership, directly or indirectly controls the general partners or sole members of the Funds, as applicable, and is the holder of all the issued and outstanding shares of FIG LLC, and may therefore be deemed to beneficially own the Shares;
(iii)	FIG Corp., a Delaware corporation, is the general partner of Fortress Operating Entity I LP and may therefore be deemed to beneficially own the Shares; and
(iv)	Fortress Investment Group LLC, a Delaware limited liability company, is the holder of all the issued and outstanding shares of FIG Corp. and may therefore be deemed to beneficially own the Shares.

The Joint Filing Agreement among the Reporting Persons to file this Schedule 13G jointly in accordance with Rule 13d-1(k) of the Exchange Act is attached as Exhibit A hereto.

Item 2(b) Address of Principal Business Office or, if None, Residence

The address of the principal business office of each of the Reporting Persons is: c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, 46th Floor, New York, NY 10105.

Item 2(c) Citizenship

See Item 4 of each of the cover pages.

Item 2(d) Title of Class of Securities

Class A Common Stock, par value $0.0001 per share.

Item 2(e) CUSIP No.

No CUSIP number has been assigned to the Common Stock. The CUSIP number 05467C207 has been assigned to the Issuer units that each include one share of Common Stock.

Item 3. If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

Not Applicable.

Item 4. Ownership

(a)	Amount Beneficially Owned:  See Item 9 of each of the cover pages.
(b)	Percent of Class:  See Item 11 of each of the cover pages.
(c)	Number of Shares as to which such person has:

(i)	Sole power to vote or direct the vote:  See Item 5 of each of the cover pages.
(ii)	Shared power to vote or direct the vote:  See Item 6 of each of the cover pages.
(iii)	Sole power to dispose or direct the disposition:  See Item 7 of each of the cover pages.
(iv)	Shared power to dispose or direct the disposition:  See Item 8 of each of the cover pages.

Item 5. Ownership of Five Percent or Less of a Class

Not applicable.

Item 6. Ownership of More Than Five Percent on Behalf of Another Person

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

Not applicable.

Item 8. Identification and Classification of Members of the Group

Not applicable.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  August 23, 2021

FIG LLC
By:	/s/ David Brooks
	Name:  David Brooks
	Title:  Secretary
FORTRESS OPERATING ENTITY I LP
By:	FIG CORP., its general partner
By:	/s/ David Brooks
	Name:  David Brooks
	Title:  Secretary
FIG CORP.
By:	/s/ David Brooks
	Name:  David Brooks
	Title:  Secretary
FORTRESS INVESTMENT GROUP LLC
By:	/s/ David Brooks
	Name:  David Brooks
	Title:  Secretary

Exhibit A

JOINT FILING AGREEMENT

PURSUANT TO RULE 13d-1(k)

In accordance with Rule 13d-1(k), the undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning such person contained herein or therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that such person knows or has reason to believe that such information is inaccurate.

Dated this 23rd day of August 2021.

FIG LLC
By:	/s/ David Brooks
	Name:  David Brooks
	Title:  Secretary
FORTRESS OPERATING ENTITY I LP
By:	FIG CORP., its general partner
By:	/s/ David Brooks
	Name:  David Brooks
	Title:  Secretary
FIG CORP.
By:	/s/ David Brooks
	Name:  David Brooks
	Title:  Secretary
FORTRESS INVESTMENT GROUP LLC
By:	/s/ David Brooks
	Name:  David Brooks
	Title:  Secretary