Item 5.02    Departure of Directors or Certain Officers; Election of Directors;
             Appointment of Certain Officers; Compensatory Arrangements of
             Certain Officers.

On November 7, 2022, Matthijs P. Mondria, a member of the Board of Directors (the "Board") and audit committee (the "Audit Committee") of AXIOS Sustainable Growth Acquisition Corporation (the "Company"), notified the Company that he will retire from the Board, effective immediately. Mr. Mondria is resigning to pursue another opportunity and not due to any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

On November 7, 2022, Matthias A. Krön tendered his resignation as chair of the Audit Committee due to his possible participation in a transaction that could call into question his independence as an Audit Committee member on a going-forward basis.

On November 7, 2022, Anthony V. Raftopol tendered his resignation as Chief Operating Officer of the Company.

On November 7, 2022, to fill the vacancies created by the departures of Mr. Mondria and Mr. Krön, the Board elected Paul Saint Pierre to serve as a director of the Company and appointed him to serve as chair of the Audit Committee, effective immediately. In addition, the Board appointed Dr. Uwe Nickel, an existing member of the Board, to serve as a member of the Audit Committee, effective immediately. The Board has determined that each of Mr. Pierre and Dr. Nickel are independent directors under applicable rules of the New York Stock Exchange. None of the Company's directors receive any cash compensation for services rendered to the Company as Board members or as members of any committee of the Board. There is no arrangement or understanding between either Mr. Pierre and Dr. Nickel and any other persons pursuant to which they were appointed as a director. Furthermore, there are no transactions between either Mr. Pierre and Dr. Nickel and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

In connection with his appointment to the Board, Mr. Pierre executed the Company's standard form of indemnification agreement.

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