0001140361-21-028937.txt : 20210819 0001140361-21-028937.hdr.sgml : 20210819 20210819211218 ACCESSION NUMBER: 0001140361-21-028937 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210817 FILED AS OF DATE: 20210819 DATE AS OF CHANGE: 20210819 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AxonPrime Infrastructure Sponsor LLC CENTRAL INDEX KEY: 0001875223 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40740 FILM NUMBER: 211191564 BUSINESS ADDRESS: STREET 1: 126 E 56TH ST, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-479-2000 MAIL ADDRESS: STREET 1: 126 E 56TH ST, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Singh Dinakar CENTRAL INDEX KEY: 0001864565 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40740 FILM NUMBER: 211191559 MAIL ADDRESS: STREET 1: 126 E 56TH ST, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AxonPrime Infrastructure Sponsor JV LLC CENTRAL INDEX KEY: 0001875218 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40740 FILM NUMBER: 211191561 BUSINESS ADDRESS: STREET 1: 126 E 56TH ST, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-479-2000 MAIL ADDRESS: STREET 1: 126 E 56TH ST, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Axon Infrastructure Sponsor LLC CENTRAL INDEX KEY: 0001876164 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40740 FILM NUMBER: 211191562 BUSINESS ADDRESS: STREET 1: 126 EAST 56TH STREET STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-479-2000 MAIL ADDRESS: STREET 1: 126 EAST 56TH STREET STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sloss Dakin CENTRAL INDEX KEY: 0001875411 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40740 FILM NUMBER: 211191560 MAIL ADDRESS: STREET 1: 126 E 56TH ST, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Prime Infrastructure Sponsor LLC CENTRAL INDEX KEY: 0001875908 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40740 FILM NUMBER: 211191563 BUSINESS ADDRESS: STREET 1: 126 E 56TH ST, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 650-520-6790 MAIL ADDRESS: STREET 1: 126 E 56TH ST, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AxonPrime Infrastructure Acquisition Corp CENTRAL INDEX KEY: 0001857662 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 863116385 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 126 E 56TH ST CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 415-203-0601 MAIL ADDRESS: STREET 1: 126 E 56TH ST CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: Axonprime Infrastructure Acquisition Corp DATE OF NAME CHANGE: 20210419 4 1 form4.xml FORM 4 X0306 4 2021-08-17 0001857662 AxonPrime Infrastructure Acquisition Corp APMIU 0001875223 AxonPrime Infrastructure Sponsor LLC 126 E 56TH ST, 30TH FLOOR NEW YORK NY 10022 true 0001875908 Prime Infrastructure Sponsor LLC C/O AXONPRIME INFRASTRUCTURE ACQUISITION 126 E 56TH ST, 30TH FLOOR NEW YORK NY 10022 true 0001876164 Axon Infrastructure Sponsor LLC C/O AXONPRIME INFRASTRUCTURE ACQUISITION 126 EAST 56TH ST, 30TH FLOOR NEW YORK NY 10022 true 0001875218 AxonPrime Infrastructure Sponsor JV LLC C/O AXONPRIME INFRASTRUCTURE ACQUISITION 126 E 56TH ST, 30TH FLOOR NEW YORK NY 10022 true 0001875411 Sloss Dakin C/O AXONPRIME INFRASTRUCTURE ACQUISITION 126 E 56TH ST, 30TH FLOOR NEW YORK NY 10022 true 0001864565 Singh Dinakar C/O AXONPRIME INFRASTRUCTURE ACQUISITION 126 E 56TH ST, 30TH FLOOR NEW YORK NY 10022 true true Chief Executive Officer Class A Common Stock 2021-08-17 4 P 0 1500000 10 A 1500000 I See Footnote Class B Common Stock 2021-08-17 4 S 0 650000 0.003 D Class A Common Stock 650000 3587500 D Represents 1,500,000 shares of Class A Common Stock acquired in connection with the purchase of 1,500,000 units of the issuer (each consisting of one share of Class A Common Stock and one-third of one redeemable warrant) indirectly through Axon Partners, LP, which is the record holder of such shares. Axon Partners, LP is controlled by Dinakar Singh. Axon Partners, LP, together with Axon Capital LP, its investment manager, which is also controlled by Mr. Singh, has separately filed a Form 3 reporting such acquisition. The securities reported in this Form 4 do not include 500,000 shares of Class A common stock issuable upon the exercise of the warrants included as part of such units. Mr. Singh disclaims any beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any. As described in the issuer's final prospectus filed under Rule 424(b)(4) (File No. 333-257777) (the "Prospectus") 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. The shares of Class B Common Stock were sold by AxonPrime Infrastructure Sponsor LLC (the "Sponsor") to certain institutional investors and qualified institutional buyers, as described in the Prospectus under the heading "Summary - The Offering - Expressions of Interest." Includes up to 562,500 shares of Class B Common Stock which are 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 Prospectus. The Sponsor is the record holder of the securities. The 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 Mr. Singh. As such, each of Messrs. Singh and Sloss may be deemed to share beneficial ownership of the securities held directly by the Sponsor. Each of Messrs. Singh and Sloss disclaim any beneficial ownership of such securities. AxonPrime Infrastructure Sponsor LLC, By: /s/ Jon Layman, Authorized Person 2021-08-19 Prime Infrastructure Sponsor LLC, By: /s/ Jon Layman, Authorized Person 2021-08-19 Axon Infrastructure Sponsor LLC, By: /s/ Dinakar Singh, Authorized Person 2021-08-19 AxonPrime Infrastructure Sponsor JV LLC, By: /s/ Jon Layman, Authorized Person 2021-08-19 Dakin Sloss, By: /s/ Jon Layman, Attorney-in-Fact 2021-08-19 /s/ Dinakar Singh 2021-08-19