Role
10%+ Owner
Signature
AxonPrime Infrastructure Sponsor LLC, By: /s/ Jon Layman, Authorized Person
Stock symbol
APMI
Transactions as of
Aug 12, 2021
Transactions value $
$0
Form type
3
Date filed
8/12/2021, 09:27 PM
Next filing
Aug 19, 2021

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
holding APMI Class B Common Stock Aug 12, 2021 Class A Common Stock 4.24M 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. 333-257777) 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.
F2 The shares of Class B Common Stock owned by the reporting persons include up to 562,500 shares which will be 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 Issuer's registration statement on Form S-1.
F3 AxonPrime Infrastructure Sponsor LLC ("Sponsor") is the record holder of the shares. 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 Dinakar Singh. Mr. Singh is also Chief Executive Officer of the Issuer. As such, each of Messrs. Singh and Sloss may be deemed to share beneficial ownership of the shares held directly by Sponsor. Each of Messrs. Singh and Sloss disclaim any beneficial ownership of such shares.

Remarks:

Exhibit 24.1 - Power of Attorney - Dakin Sloss Exhibit 24.2 - Power of Attorney - Dinakar Singh