UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
12b-25
NOTIFICATION OF
LATE FILING
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(Check One)
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☐ Form 10-K ☐ Form 20-F
☐ Form 11-K ☒ Form 10-Q
☐ Form 10-D ☐ Form N-SAR
☐ Form N-CSR
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For Period Ended: March 31, 2022
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☐ Transition Report on Form 10-K
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☐ Transition Report on Form 20-F
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☐ Transition Report on Form 11-K
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☐ Transition Report on Form 10-Q
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☐ Transition Report on Form N-SAR
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For the Transition Period Ended:
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Nothing in this form shall be construed to imply that the
Commission has verified any information contained
herein.
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If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification
relates:
PART I —
REGISTRANT INFORMATION
AXONPRIME
INFRASTRUCTURE ACQUISITION CORPORATION
(Full Name of
Registrant)
N/A
(Former Name if
Applicable)
126 E.
56th
Street, 30th
Floor
(Address of
Principal Executive Office (Street and Number))
New York, New
York 10022
(City,
State and Zip Code)
PART II — RULES
12b-25(b) AND (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed. (Check box if
appropriate)
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(a)
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The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
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☒
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(b)
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The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form
N-CSR, or portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q or subject
distribution report on Form 10-D, or portion thereof, will be filed
on or before the fifth calendar day following the prescribed due
date; and
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(c)
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The accountant’s statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART III —
NARRATIVE
State below in reasonable detail why forms 10-K, 20-F, 11-K,
10-Q, 10-D, N-CEN, N-CSR or the transition report or portion
thereof, could not be filed within the prescribed time
period.
The
Registrant has determined that it is unable, without unreasonable
effort or expense, to file its Quarterly Report on Form 10-Q for
the period ended March 31, 2022 (the “Quarterly Report”) by the
prescribed date because the Registrant requires additional time to
complete the final review of its financial statements and other
disclosures in the Quarterly Report. The Registrant is working
diligently to complete the Quarterly Report and currently expects
to file the Quarterly Report on or about May 23, 2022.
PART IV — OTHER
INFORMATION
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Name and telephone number of person to contact in regard to
this notification
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Jon Layman
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(212)
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479-2000
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(Name)
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(Area
Code)
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(Telephone
Number)
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Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or
for such shorter period that the registrant was required to file
such report(s) been filed? If answer is no, identify
report(s).
Yes ☒ No ☐
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Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in the
subject report or portion thereof? Yes ☐ No ☒
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If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be
made.
AXONPRIME
INFRASTRUCTURE ACQUISITION CORPORATION
(Name of
Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
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Date May 16,
2022
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By
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/s/ Dinakar Singh |
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Name: Dinakar Singh
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Title: Chief Executive Officer
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INSTRUCTION: The form may be signed by an executive officer of
the registrant or by any other duly authorized representative. The
name and title of the person signing the form shall be typed or
printed beneath the signature. If the statement is signed on behalf
of the registrant by an authorized representative (other than an
executive officer), evidence of the representative’s authority to
sign on behalf of the registrant shall be filed with the
form.
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Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001).
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