Item 7.01. Regulation FD Disclosure.

AXIOS Sustainable Growth Acquisition Corporation, a Cayman Islands exempted company (the "Company") has scheduled an Extraordinary General Meeting (the "Extraordinary General Meeting") to be held on May 15, 2023, to vote on a proposal to extend the date by which the Company must complete its initial business combination from May 18, 2023 to November 18, 2023 (the "Extension Amendment Proposal"). The Company has determined not to convene the Extraordinary General Meeting and no vote will be held on the Extension Amendment Proposal.

Pursuant to the Amended and Restated Memorandum and Articles of Association (the "Articles"), in the event that the Company does not consummate a Business Combination by May 18, 2023, the Company must: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders' rights as shareholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining shareholders and its board of directors, liquidate and dissolve, subject in each case to the Company's obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Accordingly, the Company will begin the process of redeeming all of its outstanding ordinary shares that were included in the units issued in its initial public offering (the "public shares"), effective as of the close of business on May 18, 2023, as the Company will not consummate an initial business combination on or prior to May 18, 2023.

The last day for trading for the Company's securities will be May 18, 2023.

There will be no redemption rights or liquidating distributions with respect to the Company's warrants or rights, which will be terminated. The Company's initial stockholders have waived their redemption rights with respect to its outstanding common stock issued before the Company's initial public offering.

The Company expects that the New York Stock Exchange will file a Form 25 with the United States Securities and Exchange Commission (the "Commission") to delist the Company's securities. The Company thereafter expects to file a Form 15 with the Securities and Exchange Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.

Notwithstanding the provisions contained in the Articles requiring the Company to redeem the public shares within ten business days of May 18, 2023, the Company has been informed that under the laws of the Cayman Islands, the board of directors may not authorize the redemption of the public shares unless the board is satisfied that the Company will be in a position to pay all of its outstanding creditors in full following such redemption. Consequently, the redemption of the public shares may be delayed until provision for the payment of the Company's creditors has been made.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits

Exhibit No.       Description
104               Cover Page Interactive Data File (embedded within the Inline
                  XBRL document)

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