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                             January 5, 2022

       Benedikt F  rtig
       Chief Executive Officer
       AXIOS Sustainable Growth Acquisition Corp
       Hidden Pines Farm, 1409, Hopewell Road
       Alpharetta, Georgia 30004

                                                        Re: AXIOS Sustainable
Growth Acquisition Corp
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted December
23, 2021
                                                            CIK No. 0001898019

       Dear Mr. F  rtig:

                                                        This is to advise you
that we do not intend to review your registration statement.

               We request that you publicly file your registration statement
and nonpublic draft
       submissions at least 15 days prior to any road show as that term is
defined in Rule 433(h)(4) or,
       in the absence of a road show, at least 15 days prior to the requested
effective date of the
       registration statement. Please refer to Rules 460 and 461 regarding
requests for acceleration. We
       remind you that the company and its management are responsible for the
accuracy and adequacy
       of their disclosures, notwithstanding any review, comments, action or
absence of action by the
       staff.

              Please contact Timothy S. Levenberg, Special Counsel, at (202)
551-3707 with any
       questions.




                             Sincerely,


                             Division of Corporation Finance

                             Office of Energy & Transportation
       cc:                                              Michael J. Schwartz,
Esq. of Skadden, Arps et al