Axios Sponsor LP - Feb 14, 2023 Form 4 Insider Report for AXIOS Sustainable Growth Acquisition Corp (AXAC)

Role: Chief Executive Officer, Director, 10%+ Owner
Signature: AXIOS Sponsor LP, By: AXIOS EQT LLC, its general partner By: /s/ Benedikt Fortig, authorized person
Stock symbol: AXAC
Transactions as of: Feb 14, 2023
Transactions value $: $0
Form type: 4
Date filed: 2/28/2023, 03:33 PM
Previous filing: Feb 28, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	AXAC	Class B ordinary shares	Sale		-818K	-19.95%		3.28M	Feb 14, 2023	Class A ordinary shares	818K		Direct	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	As described in the issuer's registration statement on Form S-1 (File No. 333-262352) under the heading "Description of Securities--Founder Shares," the Class B ordinary shares, par value $0.0001 per share, will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalization, reorganization, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.
F2	On February 14, 2023, in connection with the Extraordinary General Meeting of the issuer held to vote on a proposal to extend the date by which the issuer must complete its Initial Business Combination from February 18, 2023 to May 18, 2023 (the "Extension Amendment Proposal"), the issuer and AXIOS Sponsor LP entered into Non-Redemption Agreements with 13 holders of Class A Shares ("Non-Redemption Agreements"). In connection with the Non-Redemption Agreements, AXIOS Sponsor LP transferred beneficial ownership of 818,246 Class B Shares. to the counterparties to the Non-Redemption Agreements in exchange for the counterparties' agreement not to redeem Class A Shares in connection with the Extension Amendment Proposal.
F3	Benedikt Fortig is the sole member of AXIOS EQT LLC, the sole general partner of AXIOS Sponsor LP, and may be deemed to beneficially own the securities owned by AXIOS Sponsor LP. Mr. Fortig disclaims beneficial ownership of the securities owned by AXIOS Sponsor LP, except to the extent of his pecuniary interest therein.