SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Axon Partners, LP (Last) (First) (Middle) 126 EAST 56TH STREET 30TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/17/2021	3. Issuer Name and Ticker or Trading Symbol AxonPrime Infrastructure Acquisition Corp [ APMI ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	1,500,000	D(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Axon Partners, LP (Last) (First) (Middle) 126 EAST 56TH STREET 30TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* AXON CAPITAL LP (Last) (First) (Middle) 126 EAST 56TH STREET 30TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Axon Partners, LP (the "Axon Fund") holds the shares reported herein. The Axon Fund's investment manager is Axon Capital LP (the "Axon Investment Manager"), which itself is ultimately controlled by Mr. Dinkar Singh ("Mr. Singh"). As such, each of Mr. Singh and the Axon Investment Manager may be deemed to share beneficial ownership of the shares held directly by the Axon Fund. Each of Mr. Singh and the Investment Manager disclaim any beneficial ownership of such shares, except to the extent of his or its pecuniary interest therein, if any. Mr. Singh is also the Chief Executive Officer of the Issuer and has separately filed a Form 3 with respect to the Issuer. The Axon Investment Manager may also be deemed to beneficially own the shares reported by Mr. Singh on his Form 3. The Axon Fund may be deemed to be part of a group that beneficially owns more than 10% of the outstanding shares of Class A Common Stock of the Issuer.

	Axon Partners, LP, By: Axon Partners GP, L.P., its general partner, By: /s/ Dinakar Singh, Authorized Person	08/18/2021
	Axon Capital LP, By: /s/ Dinakar Singh, Authorized Person	08/18/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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