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