AXAC AXIOS Sustainable Growth Acquisition Corporation

Item 7.01. Regulation FD Disclosure.

On February 14, 2023, AXIOS Sustainable Growth Acquisition Corporation, a Cayman Islands exempted company (the “Company”) convened an Extraordinary General Meeting (the “Extraordinary General Meeting”) virtually, solely with respect to the voting on the proposal to extend the date by which the Company must complete its initial business combination from February 18, 2023 to May 18, 2023 (the “Extension Amendment Proposal”). In connection with the Extension Amendment Proposal, holders of Class A ordinary shares, $0.0001 par value per share (“public shares”) that had originally been issued to the public in connection with the Company’s initial public offering were afforded the opportunity to require the Company to redeem their public shares for their pro rata share of the funds held in the trust account. 13,138,341 of the 17,250,000 public shares were redeemed at a redemption price of approximately $10.39 per share, leaving 4,111,659 public shares remaining outstanding. Following this redemption, the balance in the trust account was approximately $42.7 million.

In addition, the Company had previously reported that the Company and AXIOS Sponsor LP (the “Sponsor”), the Company’s sponsor, entered into one or more agreements (the “Non-Redemption Agreements”) with third parties holding public shares in exchange for them agreeing not to redeem public shares at the Extraordinary General Meeting. The Non-Redemption Agreements provide for the allocation of one founder share held by the Sponsor in exchange for each five public shares the investor agreed to hold and not redeem at the Meeting. In accordance with the Non-Redemption Agreements and based upon the number of public shares not tendered for redemption by the counterparties to the Non-Redemption Agreements, the Sponsor has agreed to transfer an aggregate of 818,246 founder shares to such counterparties.