SPECIAL MEETING OF STOCKHOLDERS
OF
AXIOS SUSTAINABLE GROWTH ACQUISITION CORPORATION
SUPPLEMENT NO. 1
TO THE
PROXY STATEMENT
OF
AXIOS SUSTAINABLE GROWTH ACQUISITION CORPORATION
This is a supplement (this “Supplement
No. 1”) to the Proxy Statement (the “Proxy Statement”) first sent or given to stockholders of AXIOS Sustainable
Growth Acquisition Corporation (“we”, “us”, “our”, or the “Company”)
on or about January 23, 2023, for use at the special meeting of stockholders of Company scheduled to be held on February 14, 2023, at
10:00 a.m., Eastern Time, via live webcast at the following address https://www.cstproxy.com/axios/2023/.
This Supplement No. 1 has been filed with the
Securities and Exchange Commission (“SEC”) to inform stockholders that the Extension Amendment Proposal has been revised
to seek an extension of three months instead of the 12-month extension previously proposed as follows:
Proposal 1 — The
Extension Amendment Proposal: A proposal, by special resolution, to amend (the “Extension Amendment”) the Company’s
amended and restated memorandum and articles of association (the “Articles” or “Current Charter”),
to extend the date by which the Company has to consummate a business combination (the “Extension”) for an additional
three months from February 18, 2023 (the “Current Termination Date”) to May 18, 2023 (the termination date
as so extended, the “Extended Termination Date”) (we refer to this proposal as the “Extension Amendment Proposal”);
The revised text of the Extension Amendment proposal
is attached hereto as Annex A.
In addition, the Company had previously disclosed
that if the Extension Amendment Proposal was approved, the Sponsor or its affiliate would make a deposit (a “Contribution”)
into the Company’s Trust Account at Continental Stock Transfer and Trust Company (“Trust Account”) of $75,000
per month (the “Monthly Contribution”) in exchange for a non-interest bearing, unsecured promissory note. The Sponsor
has since determined that it will not make any Monthly Contribution into the Trust Account if the Extension Amendment Proposal is approved.
In lieu of making the Monthly Contributions, the Sponsor will seek to enter into non-redemption agreements with certain stockholders in
order to secure their vote in favor of the Extension Amendment Proposal and ensure that they do not submit their shares for redemption
in connection with the vote on the Extension Amendment Proposal.
About AXIOS Sustainable Growth Acquisition Corporation
We are a blank check company incorporated on November
30, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this proxy statement
as our initial business combination. While we may pursue an initial business combination target in any industry or geographic location
(subject to certain limitations described in this prospectus), we intend to focus our search for a target business engaged in the agribusiness,
plant-based proteins, food processing, and related technology industry located in Central and Eastern Europe.
Additional Information and Where to Find It
The definitive proxy statement has been mailed
to the Company’s stockholders. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT
MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY. Investors and security holders may obtain free copies of these
documents and other documents filed with the SEC at the SEC’s web site at www.sec.gov. In addition, the documents filed by Company
with the SEC may be obtained free of charge by contacting Company at Benedikt Förtig, our Chief Executive Officer, AXIOS Sustainable
Growth Acquisition Corporation, Email: benedikt.foertig@axios.ag.
You may obtain additional copies of the proxy
statement and the form of proxy, at no cost, and you may ask any questions you may have about the Extension Amendment or the Adjournment
by contacting the Company’s proxy solicitation agent at the following address and telephone number:
Morrow Sodali LLC
470 West Avenue
Stamford, CT 06902
Telephone: (800) 662-5200
(banks and brokers can call collect at (203) 658-9400)
Toll-free at 1 800 662-5200
Email at AXAC.info@investor.morrowsodali.com
Participants in the Solicitation
Company and its sponsor, officers and directors
may be deemed to be participants in the solicitation of proxies from Company stockholders. Information about Company’s sponsor,
officers and directors and their ownership of Company common shares is set forth in the proxy statement for Company’s Special Meeting
of Stockholders, which was filed with the SEC on January 23, 2023, and in Company’s Prospectus dated February 15, 2022, which was
filed with the SEC on February 17, 2022. Investors and security holders may obtain more detailed information regarding the direct and
indirect interests of the participants in the solicitation of proxies in connection with the transaction by reading the preliminary and
definitive proxy statements regarding the transaction, which will be filed by Company with the SEC.
Annex A
PROPOSED AMENDMENT
TO THE
AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
AXIOS SUSTAINABLE GROWTH ACQUISITION CORPORATION
AXIOS SUSTAINABLE GROWTH ACQUISITION CORPORATION
(the “Company”)
RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY
RESOLVED, as a special resolution THAT, effective
immediately, the Amended and Restated Memorandum and Articles of Association of the Company be amended by:
(a) amending Article 49.7 by deleting the following
introduction of such sub-section:
“In the event that the Company does not consummate
a Business Combination within 12 months (or up to 18 months if the Sponsor exercises its Extension Options), from the consummation
of the IPO, or such later time as the Members may approve in accordance with the Articles, the Company shall:”
and replacing it with the following:
“In the event that the Company does not consummate
a Business Combination by May 18, 2023 or such later time as the Members may approve in accordance with the Articles, the Company shall:”;
and
(b) amending Article 49.8(a) by deleting the
words:
“within 12 months (or 18 months
if the Sponsor exercises its Extension Options) from the consummation of the IPO”
and replacing them with the words:
“by May 18, 2023”.