AxonPrime Infrastructure Acquisition (APMI) Form 3 AxonPrime Infrastructure Acquisition / Dinakar Singh ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

AxonPrime Infrastructure Sponsor LLC

(Last) (First) (Middle)

126 E 56TH ST, 30TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/12/2021

3. Issuer Name and Ticker or Trading Symbol
AxonPrime Infrastructure Acquisition Corp [ APMI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock(1)	(1)	(1)	Class A Common Stock	4,237,500(2)	(1)	D(3)

1. Name and Address of Reporting Person^*

AxonPrime Infrastructure Sponsor LLC

(Last) (First) (Middle)

126 E 56TH ST, 30TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Prime Infrastructure Sponsor LLC

(Last) (First) (Middle)

C/O AXONPRIME INFRASTRUCTURE ACQUISITION

126 E 56TH ST, 30TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Axon Infrastructure Sponsor LLC

(Last) (First) (Middle)

C/O AXONPRIME INFRASTRUCTURE ACQUISITION

126 EAST 56TH ST, 30TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AxonPrime Infrastructure Sponsor JV LLC

(Last) (First) (Middle)

C/O AXONPRIME INFRASTRUCTURE ACQUISITION

126 E 56TH ST, 30TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sloss Dakin

(Last) (First) (Middle)

C/O AXONPRIME INFRASTRUCTURE ACQUISITION

126 E 56TH ST, 30TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Singh Dinakar

(Last) (First) (Middle)

126 E 56TH ST, 30TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. As described in the Issuer's registration statement on Form S-1 (File No. 333-257777) under the heading "Description of Securities--Founder Shares," the shares of Class B Common Stock will automatically convert into shares of Class A Common Stock at the time of the initial business combination of the Issuer on a one-for-one basis, subject to certain adjustments, and have no expiration date.

2. The shares of Class B Common Stock owned by the reporting persons include up to 562,500 shares which will be subject to forfeiture depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering as described in the Issuer's registration statement on Form S-1.

3. AxonPrime Infrastructure Sponsor LLC ("Sponsor") is the record holder of the shares. Sponsor is a direct subsidiary of AxonPrime Infrastructure Sponsor JV LLC. 50% of the equity interests in AxonPrime Infrastructure Sponsor JV LLC are directly owned by Prime Infrastructure Sponsor LLC and 50% of such interests are directly owned by Axon Infrastructure Sponsor LLC. Prime Infrastructure Sponsor LLC is controlled by Dakin Sloss and Axon Infrastructure Sponsor LLC is controlled by Dinakar Singh. Mr. Singh is also Chief Executive Officer of the Issuer. As such, each of Messrs. Singh and Sloss may be deemed to share beneficial ownership of the shares held directly by Sponsor. Each of Messrs. Singh and Sloss disclaim any beneficial ownership of such shares.

Remarks:

Exhibit 24.1 - Power of Attorney - Dakin Sloss Exhibit 24.2 - Power of Attorney - Dinakar Singh

	AxonPrime Infrastructure Sponsor LLC, By: /s/ Jon Layman, Authorized Person	08/12/2021
	Prime Infrastructure Sponsor LLC, By: /s/ Jon Layman, Authorized Person	08/12/2021
	Axon Infrastructure Sponsor LLC, By: /s/ Dinakar Singh, Authorized Person	08/12/2021
	AxonPrime Infrastructure Sponsor JV LLC, By: /s/ Jon Layman, Authorized Person	08/12/2021
	Dakin Sloss, By: /s/ Jon Layman, Attorney-in-Fact	08/12/2021
	Dinakar Singh, By: /s/ Jon Layman, Attorney-in-Fact	08/12/2021
	** Signature of Reporting Person	Date
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