UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

AxonPrime Infrastructure Acquisition Corp

(Name of Issuer)

CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE

(Title of Class of Securities)

CUSIP: 05467C108

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒ Rule 13d-1(b)

☐ Rule 13d-1(c)

☐ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP: 05467C108

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CUSIP: 05467C108

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CUSIP: 05467C108

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SCHEDULE 13G

Item 1(a) Name of issuer: AxonPrime Infrastructure Acquisition Corp

Item 1(b) Address of issuer’s principal executive offices: 126 East 56th Street, 30th Floor, New York, NY 10022

2(a) Name of person filing:

ARENA CAPITAL ADVISORS, LLC – CA

ADDITIONAL REPORTING PERSONS:

Series 8 and 11 of Arena Capital Fund, LP

SEE ATTACHED FOR LIST WITH SEPARATE ENTRY FOR EACH ADDITIONAL REPORTING PERSON

2(b) Address or principal business office or, if none, residence:

12121 WILSHIRE BLVD. STE 1010, LOS ANGELES, CA 90025

2(c) Citizenship:

DELAWARE

2(d) Title of class of securities:

CLASS A COMMON STOCK

2(e) CUSIP No.:

05467C108

Item 3.

If this statement is filed pursuant to §§240.13d-1 (b) or 240.13d-2(b) or (c), check whether the person filing is a:


(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 780);

(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a–8);

(e)	☒	An investment adviser in accordance with §240.13d–1(b)(1)(ii)(E);

(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d–1(b)(1)(ii)(F);

(g)	☐	A parent holding company or control person in accordance with §240.13d–1(b)(1)(ii)(G);

(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a–3);

(j)	☐	A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

(k)	☐	Group, in accordance with §240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: ______________

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)	Amount beneficially owned: 0.

(b)	Percent of class: 0.00%

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(c)	Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote 0.

(ii)

Shared power to vote or to direct the vote

(iii)

Sole power to dispose or to direct the disposition of 0.

(iv)

Shared power to dispose or to direct the disposition of

Item 5.

Ownership of 5 Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.

Dissolution of a group requires a response to this item.

Item 6.

Ownership of More than 5 Percent on Behalf of Another Person.

N/A

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

N/A

Item 8.

Identification and Classification of Members of the Group.

Members of group include private funds managed by Arena Capital Advisors, LLC, over which it has sole voting and dispositive power.

Item 9.

Notice of Dissolution of Group.

N/A

Item 10.

Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect other than activities solely in connection with a nomination under §240.14a-11.

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Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: February 12, 2024		ARENA CAPITAL ADVISORS, LLC – CA

	Signature:	/s/ SANIJE PERRETT
	Name:	SANIJE PERRETT
	Title:	MEMBER

		SIGNATURES OF ADDITIONAL REPORTING PERSONS CONTINUED ON ATTACHED

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ADDITIONAL REPORTING PERSONS

ARENA CAPITAL FUND, LP – SERIES 8

12121 WILSHIRE BLVD., SUITE 1010

LOS ANGELES, CA 90025

ARENA CAPITAL FUND, LP – SERIES 11

12121 WILSHIRE BLVD., SUITE 1010

LOS ANGELES, CA 90025

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ADDITIONAL REPORTING PERSONS’ SIGNATURES

ARENA CAPITAL FUND, LP – SERIES 8

BY:		/s/ SANIJE PERRETT
		SANIJE PERRETT, PRESIDENT OF GENERAL PARTNER

ARENA CAPITAL FUND, LP – SERIES 11

BY:		/s/ SANIJE PERRETT
		SANIJE PERRETT, PRESIDENT OF GENERAL PARTNER

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Names of reporting persons

ARENA CAPITAL ADVISORS, LLC – CA

Check the appropriate box if a member of a group (see instructions)

(a) ☒ (b) ☐

SEC use only

Citizenship or place of organization

DELAWARE

AxonPrime Infrastructure Acquisition Corp SC 13G/A