AXAC AXIOS Sustainable Growth Acquisition Corporation

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Axios Sponsor LP	2. Issuer Name and Ticker or Trading Symbol AXIOS Sustainable Growth Acquisition Corp [ AXAC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    __X__ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Chief Executive Officer
(Last)          (First)          (Middle) HIDDEN PINES FARM, 14090 HOPEWELL ROAD	3. Date of Earliest Transaction (MM/DD/YYYY) 2/14/2023
(Street) ALPHARETTA, GA 30004 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B ordinary shares	(1)	2/14/2023		S			818246	(1)	(1)	Class A ordinary shares	818246	(2)	3284254	D (2)(3)

Explanation of Responses:
(1)	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.
(2)	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.
(3)	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.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Axios Sponsor LP HIDDEN PINES FARM, 14090 HOPEWELL ROAD ALPHARETTA, GA 30004	X	X	Chief Executive Officer

Signatures
AXIOS Sponsor LP, By: AXIOS EQT LLC, its general partner By: /s/ Benedikt Fortig, authorized person		2/28/2023
**Signature of Reporting Person		Date
/s/ Benedikt Fortig, individually		2/28/2023
**Signature of Reporting Person		Date

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