Statement of Ownership (sc 13g)
15 February 2022 - 06:14AM
Edgar (US Regulatory)
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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(Amendment No.
)*
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Axonprime Infrastructure Acquisition Corporation
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(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
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December 31, 2021
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[x] 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. Beneficial ownership information contained herein
is given as of the date listed above.
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).
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1
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Names of Reporting Persons.
Sandia Investment
Management L.P.
I.R.S. Identification
Nos. of above persons (entities only)
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2
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Check the Appropriate Box if a Member of a Group (See
Instructions)
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(a) [
]
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(b) [
]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole
Voting Power
0
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6 Shared
Voting Power
1,000,000 shares
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7 Sole Dispositive
Power
0
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8 Shared Dispositive
Power
1,000,000 shares
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,000 shares
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
Not Applicable
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11
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Percent of Class Represented by Amount in Row (9)
6.7%
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12
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Type of Reporting Person (See Instructions)
IA
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1
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Names of Reporting Persons.
Timothy J.
Sichler
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2
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Check the Appropriate Box if a Member of a Group (See
Instructions)
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(a) [
]
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(b) [
]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
United States
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole
Voting Power
0
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6 Shared
Voting Power
1,000,000 shares
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7 Sole Dispositive
Power
0
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8 Shared Dispositive
Power
1,000,000 shares
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,000 shares
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
6.7%
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12
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Type of Reporting Person (See Instructions)
IN, HC
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(a)
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Name of Issuer
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Axonprime Infrastructure Acquisition Corporation
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(b)
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Address of Issuer’s Principal Executive Offices
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126 E. 56th St., 30th Floor, New York NY 10022
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(a)
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Name of Person Filing
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Sandia Investment Management L.P.
Timothy J. Sichler
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(b)
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Address of Principal Business Office or, if none, Residence
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Sandia Investment Management L.P.
Timothy J. Sichler
201 Washington Street
Boston, MA 02108
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(c)
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Citizenship
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Sandia Investment Management L.P. – Delaware
Timothy J. Sichler – United States
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(d)
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Title of Class of Securities
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Class A Common Stock
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(e)
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CUSIP Number
05467C108
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Item 3.
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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:
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(a)
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[
]
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Broker or dealer registered under section 15 of the Act (15 U.S.C.
78o).
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(b)
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[
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
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(c)
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[
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Insurance Company as defined in Section 3(a)(19) of the Act
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(d)
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[
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Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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[X]
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An investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
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(f)
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[
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An employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
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(g)
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[X]
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A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
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(h)
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[
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A
savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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[
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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);
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(j)
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[
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A
non-U.S. institution in accordance with
§240.13d–1(b)(1)(ii)(J);
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(k)
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[
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with §
240.13d-1(b)(1)(ii)(J), please specify the type of
institution:
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified
in Item 1.
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(a)
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Amount Beneficially Owned **
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The information set forth in Rows 5 through 11 on the cover page
for each Reporting Person is hereby incorporated by reference into
this Item 4(a) for each such Reporting Person.
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(b)
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Percent of Class **
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The information set forth in Rows 5 through 11 on the cover page
for each Reporting Person is hereby incorporated by reference into
this Item 4(b) for each such Reporting Person.
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote **
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(ii)
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shared power to vote or to direct the vote **
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(iii)
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Sole power to dispose or to direct the disposition of **
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(iv)
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shared power to dispose or to direct the disposition of **
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The information set forth in Rows 5 through 11 on the cover page
for each Reporting Person is hereby incorporated by reference into
this Item 4(c) for each such Reporting Person.
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** The securities reported herein are beneficially owned by
Sandia Investment Management L.P. (“Sandia”) in its capacity as
investment manager to a private investment vehicle and separately
managed accounts. Mr. Sichler serves as Managing Member of the
general partner of Sandia, and in such capacity may be deemed to
indirectly beneficially own the securities reported herein.
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Item 5.
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Ownership of Five Percent or Less of a Class
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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 five percent of the class of securities, check
the following [ ].
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Not applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another
Person
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group
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Not applicable.
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Item 9.
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Notice of Dissolution of Group
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Not applicable.
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By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not 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.
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Exhibits
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Exhibit
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99.1
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Joint Filing Agreement by and among the Reporting Persons.
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SIGNATURE
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
14, 2022
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Sandia Investment Management L.P.
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By: /s/ Thomas J.
Cagna
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Name: Thomas J.
Cagna
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Title: Chief Operating
Officer
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Timothy J. Sichler
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/s/ Timothy J.
Sichler
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Timothy J.
Sichler
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