Item 7.01. Regulation FD Disclosure.
On
February 21, 2023, AXIOS Sustainable Growth Acquisition Corporation (“AXIOS”) issued a press release announcing its entry
into a non-binding letter of intent for a business combination with a leading European agribusiness company (the “Target”).
The Target, one of Europe’s largest and most sustainable farming enterprises with over 18,000 hectares of agricultural land located
in one the most fertile regions worldwide, is among the top 20 producers of agricultural commodities and plant-based proteins in Europe.
The Target seeks additional expansion of the farming operations with a focus on irrigated land and vertical integration to regionalize
raw material supply and processing of agricultural goods.
A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The foregoing (including Exhibit 99.1) is being furnished
pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Important Information
and Where to Find It
If a legally binding
definitive agreement with respect to the proposed business combination is executed AXIOS intends to file a preliminary proxy statement
(a “Deal Proxy Statement”) with the SEC. A definitive Deal Proxy Statement will be mailed to shareholders of AXIOS as of
a record date to be established for voting on the proposed transaction. Shareholders will also be able to obtain a copy of the Deal Proxy
Statement, without charge, by directing a request to: AXIOS Sustainable Growth Acquisition Corporation, Hidden Pines Farm, 14090 Hopewell
Road, Alpharetta, Georgia 30004. The preliminary and definitive Deal Proxy Statement, once available, can also be obtained, without charge,
at the SEC’s website (www.sec.gov).
AXIOS urges investors,
shareholders, and other interested persons to read, when available, the preliminary Deal Proxy Statement
as well as other documents filed with the SEC because these documents do and will contain important information about AXIOS, the potential target company and the proposed transaction.
Participants
in the Solicitation
AXIOS and its
directors and executive officers may be considered participants in the solicitation of proxies with respect to the business
combination and the potential transaction described herein under the rules of the SEC. Information about the directors and executive
officers of AXIOS is set forth in AXIOS’s prospectus with respect to its initial public offering, which was filed with the SEC
on February 17, 2022. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the
solicitation of the shareholders in connection with the potential transaction will be set forth in the Deal Proxy Statement when it
is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This current report
shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of any business
combination. This current report shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall
there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.