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                              August 8, 2023

       Dinakar Singh
       Chief Executive Officer and Interim Chief Financial Officer
       AxonPrime Infrastructure Acquisition Corporation
       126 E. 56th St., 30th Floor
       New York, NY 10022

                                                        Re: AxonPrime
Infrastructure Acquisition Corporation
                                                            Form 10-K for the
year ended December 31, 2022
                                                            File No. 001-40740

       Dear Dinakar Singh:

             We have reviewed your filing and have the following comment. In
our comment, we
       may ask you to provide us with information so we may better understand
your disclosure.

              Please respond to this comment within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comment applies to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to this comment, we may have additional comments.

       Form 10-K for the year ended December 31, 2022

       General

   1.                                                   With a view toward
disclosure, please tell us whether your sponsor is, is controlled by, or
                                                        has substantial ties
with a non-U.S. person. If so, please revise your disclosure in future
                                                        filings to include
disclosure that addresses how this fact could impact your ability to
                                                        complete your initial
business combination. For instance, discuss the risk to investors that
                                                        you may not be able to
complete an initial business combination with a U.S. target
                                                        company should the
transaction be subject to review by a U.S. government entity, such as
                                                        the Committee on
Foreign Investment in the United States (CFIUS), or ultimately
                                                        prohibited. Disclose
that as a result, the pool of potential targets with which you could
                                                        complete an initial
business combination may be limited. Further, disclose that the time
                                                        necessary for
government review of the transaction or a decision to prohibit the
                                                        transaction could
prevent you from completing an initial business combination and require
                                                        you to liquidate.
Disclose the consequences of liquidation to investors, such as the losses
                                                        of the investment
opportunity in a target company, any price appreciation in the combined
                                                        company, and the
warrants, which would expire worthless. Please include an example of
 Dinakar Singh
AxonPrime Infrastructure Acquisition Corporation
August 8, 2023
Page 2
         your intended disclosure in your response.
        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.

      You may contact Eric McPhee at 202-551-3693 or Robert Telewicz at
202-551-
3438 with any questions.



FirstName LastNameDinakar Singh                      Sincerely,
Comapany NameAxonPrime Infrastructure Acquisition Corporation
                                                     Division of Corporation
Finance
August 8, 2023 Page 2                                Office of Real Estate &
Construction
FirstName LastName