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 Corporation Draft Registration Statement on Form S-1 Filed May 4, 2021 CIK 0001857662

Ladies and Gentlemen:

On behalf of AxonPrime Infrastructure Acquisition Corporation (the “Registrant”), we are writing to respond to the comments set forth in the comment letter of the staff of the Securities and Exchange Commission (the “Staff”) dated May 27, 2021 (the “Comment Letter”) relating to the above-referenced Draft Registration Statement (the “DRS”). The Registrant has also revised the DRS in response to the Staff’s comments, and, concurrently with delivery of this letter, filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement (the “Registration Statement”) that reflects these revisions and generally updates certain information in the DRS.

To assist your review, set forth below are the comments of the Staff contained in the Comment Letter and immediately below each comment is the response of the Registrant with respect thereto or a statement identifying the location in the DRS of the requested disclosure or revised disclosure. Please note that all references to page numbers in our responses refer to the page numbers of the Registration Statement.

Draft Registration Statement on Form S-1 Filed on May 4, 2021

Risk Factor, page 44

1.	Reference is made to risk factor disclosures on page 44 where you indicate the independent auditor report contains a going concern explanatory paragraph. We noted no going concern paragraph within the audit opinion presented on page F-2. Please clarify and/or revise accordingly.

Response: In response to the Staff’s comment, the Registrant has removed the indicated risk factor from the Registration Statement as the independent audit report does not include a going concern qualification.

Hogan Lovells US LLP is a limited liability partnership registered in the District of Columbia. “Hogan Lovells” is an international legal practice that includes Hogan Lovells US LLP and Hogan Lovells International LLP, with offices in: Alicante Amsterdam Baltimore Beijing Birmingham Boston Brussels Colorado Springs Denver Dubai Dusseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Houston Johannesburg London Los Angeles Luxembourg Madrid Mexico City Miami Milan Minneapolis Monterrey Moscow Munich New York Northern Virginia Paris Perth Philadelphia Rome San Francisco São Paulo Shanghai Silicon Valley Singapore Sydney Tokyo Warsaw Washington DC Associated offices: Budapest Jakarta Shanghai FTZ Ulaanbaatar Zagreb. Business Service Centers: Johannesburg Louisville. For more information see www.hoganlovells.com

General

You state throughout that certain of your officers and directors expect to have, and any of them in the future may further have, fiduciary or contractual obligations to several other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity and that your sponsor and your officers and directors expect to sponsor or form other special purpose acquisition companies similar to yours or may pursue other business or investment ventures during the period in which you are seeking an initial business combination. Please revise to more specifically identify your officers and directors that expect to have fiduciary or contractual obligations to several other entities, describe these fiduciary or contractual obligations, including identifying these other entities, and clarify how you intend to allocate business combination opportunities among the various entities, as applicable.

Response: In response to the Staff’s comment, the Registrant has revised the disclosure on pages 8, 34 and 123 of the Registration Statement.

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Please do not hesitate to contact the undersigned at (212) 918-3267 with any questions or comments regarding this letter.

	Sincerely,

	/s/ Richard B. Aftanas
	Richard B. Aftanas

cc:	Jon Layman, Chief Financial Officer, AxonPrime Infrastructure Acquisition Corporation Paul Tropp, Ropes & Gray LLP