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.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Company press release dated February 21, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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