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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Athlon Acquisition Corp - Class A
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| February 14, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Athlon Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 04748A106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the r |
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| February 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Athlon Acquisition Corporation (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 04748A106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| December 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39870 ATHLON ACQUISITION CORP. (Exact name of registrant as specified in |
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| November 9, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:0 |
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| November 9, 2022 |
Exhibit 99.1 Athlon Acquisition Corp. Announces it Will Redeem its Public Shares and Will Not Consummate an Initial Business Combination CAMBRIDGE, MA, November 9, 2022 /PRNewswire/ — Athlon Acquisition Corp. (Nasdaq: SWET, SWETU and SWETW) (the “Company”) announced today that, due to its anticipated inability to consummate an initial business combination within the time period required by its Ame |
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| November 9, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2022 ATHLON ACQUISITION CORP. (Exact name of Registrant as specified in its charter) Delaware 001-39870 85-3331021 (State or other jurisdiction of incorporation) (Commissi |
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| September 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-3 |
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| September 19, 2022 |
CORRESP 1 filename1.htm September 19, 2022 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Eric McPhee Wilson Lee Re: Athlon Acquisition Corp. Form 10-K for the year ended December 31, 2021 Form 10-Q for the period ended June 30, 2022 File No. 001-39870 Ladies and Gentle |
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| September 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001- |
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| August 3, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-3 |
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| May 3, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001- |
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| March 23, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2021 ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 001-39870 ATHLON ACQUISITION CORP. |
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| March 4, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2021 ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 001-39870 ATHLON ACQUISITION CORP. (Exact name of regis |
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| March 4, 2022 |
Exhibit 4.4 Description of Securities Registered Pursuant to Section 12, of the Securities Exchange Act of 1934, As Amended The following description sets forth certain material terms and provisions of the securities of Athlon Acquisition Corp. (?we?, ?us?, or ?our?) that are registered under Section 12 of the Securities Act of 1934, as amended (the ?Exchange Act?). The following description of ou |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Athlon Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 04748A106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
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| January 21, 2022 |
SC 13G/A 1 SWETSC13GA1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) ATHLON ACQUISITION CORP. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 04748A106 (CUSIP Number) DECEMBER 31, 2021 (Date of event which requires filing of this statement) Check |
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| December 16, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commis |
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| November 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 22, 2021 ATHLON ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39870 85-3331021 (State or other jurisdiction of incorporation) (Commiss |
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| November 2, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:0 |
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| August 4, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-3 |
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| May 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 d120410d10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to |
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| May 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ATHLON ACQUISITION CORP. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 04748A106 (CUSIP Number) MAY 11, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant |
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| May 17, 2021 |
NT 10-Q 1 d140716dnt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Commission File Number 000-39870 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 11-K ☐ Form 20-F ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ |
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| March 16, 2021 |
10-K 1 d258414d10k.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2020 Commission File Number 001-39870 ATHLON ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 85-3331021 (State or |
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| March 16, 2021 |
EX-4.4 2 d258414dex44.htm EX-4.4 Exhibit 4.4 Description of Securities Registered Pursuant to Section 12, of the Securities Exchange Act of 1934, As Amended The following description sets forth certain material terms and provisions of the securities of Athlon Acquisition Corp. (“we”, “us”, or “our”) that are registered under Section 12 of the Securities Act of 1934, as amended (the “Exchange Act”) |
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| March 4, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 4, 2021 ATHLON ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39870 85-3331021 (State or other jurisdiction of incorporation) (Commission |
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| March 4, 2021 |
Exhibit 99.1 Athlon Acquisition Corp. Announces Separate Trading of its Shares of Class A Common Stock and Warrants, on or about March 5, 2021 New York, NY ? March 4, 2021 ? Athlon Acquisition Corp. (Nasdaq: SWETU) (the ?Company?) today announced that holders of the Company?s units sold in its initial public offering may elect to separately trade the shares of Class A common stock and redeemable w |
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| January 25, 2021 |
JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Athlon Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 04748A205** (CUSIP Number) January 14, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rul |
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| January 21, 2021 |
Financial Statements and Exhibits, Other Events 8-K 1 d31329d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 14, 2021 ATHLON ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39870 85-3331021 (State or other jurisdiction of |
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| January 21, 2021 |
EX-99.1 Exhibit 99.1 ATHLON ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Page Audited Financial Statements of Athlon Acquisition Corp.: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of January 14, 2021 F-3 Notes to Financial Statement F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Athlon Acquisition Cor |
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| January 15, 2021 |
EX-99.1 Exhibit 99.1 Athlon Acquisition Corp., Sponsored by an Affiliate of Causeway Media Partners, Announces Pricing of Upsized $240 Million Initial Public Offering New York, NY – January 11, 2021 – Athlon Acquisition Corp. (the “Company”) announced today that it priced its initial public offering of 24,000,000 units at $10.00 per unit. The units will be listed on The Nasdaq Capital Market (“Nas |
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| January 15, 2021 |
Indemnity Agreement, dated January 11, 2021, between the Company and Daniel Gallagher. EX-10.8 Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of January 11, 2021, is made by and between Athlon Acquisition Corp., a Delaware corporation (the “Company”), and Daniel Gallagher (“Indemnitee”). RECITALS: A. The Company desires to attract and retain the services of highly qualified individuals as directors, officers, employees and agents. B. The Compan |
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| January 15, 2021 |
Warrant Agreement between Continental Stock Transfer & Trust Company and the Company.* EX-10.1 Exhibit 10.1 WARRANT AGREEMENT ATHLON ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated January 11, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated January 11, 2021, is by and between Athlon Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such |
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| January 15, 2021 |
EX-10.2 Exhibit 10.2 January 11, 2021 Athlon Acquisition Corp. c/o Causeway Media Partners 44 Brattle St. Cambridge, MA 02138 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Athlon Acquisition Corp., a Delaware corporation (the “ |
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| January 15, 2021 |
Indemnity Agreement, dated January 11, 2021, between the Company and Paraag Marathe. Exhibit 10.9 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of January 11, 2021, is made by and between Athlon Acquisition Corp., a Delaware corporation (the “Company”), and Paraag Marathe (“Indemnitee”). RECITALS: A. The Company desires to attract and retain the services of highly qualified individuals as directors, officers, employees and agents. B. The Company’s bylaws |
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| January 15, 2021 |
Administrative Services Agreement between the Company and Causeway Management, LLC.(1) EX-10.6 9 d113824dex106.htm EX-10.6 Exhibit 10.6 Athlon Acquisition Corp. 44 Brattle St. Cambridge, MA 02138 January 11, 2021 Causeway Management, LLC 44 Brattle St. Cambridge, MA 02138 Re: Administrative Services Agreement Gentlemen: This letter agreement by and between Athlon Acquisition Corp., a Delaware corporation (the “Company”), and Causeway Management, LLC, a Delaware limited liability com |
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| January 15, 2021 |
Indemnity Agreement, dated January 11, 2021, between the Company and Daniel Burns. EX-10.7 Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of January 11, 2021, is made by and between Athlon Acquisition Corp., a Delaware corporation (the “Company”), and Daniel Burns (“Indemnitee”). RECITALS: A. The Company desires to attract and retain the services of highly qualified individuals as directors, officers, employees and agents. B. The Company’s |
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| January 15, 2021 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 11, 2021 ATHLON ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39870 85-3331021 (State or other jurisdiction of incorporation) (Comm |
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| January 15, 2021 |
Amended and Restated Certificate of Incorporation.(1) EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATHLON ACQUISITION CORP. January 11, 2021 Athlon Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Athlon Acquisition Corp.” The original certificate of incorporation was filed with the Secretar |
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| January 15, 2021 |
EX-10.3 Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 11, 2021 by and between Athlon Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, as amended |
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| January 15, 2021 |
Indemnity Agreement, dated January 11, 2021, between the Company and Jared Smith. EX-10.10 13 d113824dex1010.htm EX-10.10 Exhibit 10.10 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of January 11, 2021, is made by and between Athlon Acquisition Corp., a Delaware corporation (the “Company”), and Jared Smith (“Indemnitee”). RECITALS: A. The Company desires to attract and retain the services of highly qualified individuals as directors, officers, employe |
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| January 15, 2021 |
EX-99.2 15 d113824dex992.htm EX-99.2 Exhibit 99.2 Athlon Acquisition Corp., Sponsored by an Affiliate of Causeway Media Partners, Announces Closing of $276 Million Initial Public Offering New York, NY – January 14, 2021 – Athlon Acquisition Corp. (the “Company”) announced today that it closed its initial public offering of 27,600,000 units at $10.00 per unit, including 3,600,000 units issued pursu |
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| January 15, 2021 |
EX-10.5 Exhibit 10.5 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 11, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Athlon Acquisition Corp., a Delaware corporation (the “Company”) and AAC HoldCo, LLC, a Delaware limited liability c |
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| January 15, 2021 |
Underwriting Agreement, dated January 11, 2021, by and between the Company and Jefferies LLC.(1) EX-1.1 Exhibit 1.1 Execution Version 24,000,000 Units ATHLON ACQUISITION CORP. UNDERWRITING AGREEMENT January 11, 2021 JEFFERIES LLC As Representative of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Introductory. Athlon Acquisition Corp., a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this |
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| January 15, 2021 |
Registration Rights Agreement among the Company, AAC HoldCo, LLC and the Holders signatory thereto.* EX-10.4 7 d113824dex104.htm EX-10.4 Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 11, 2021, is made and entered into by and among Athlon Acquisition Corp., a Delaware corporation (the “Company”), AAC HoldCo, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page heret |
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| January 13, 2021 |
$240,000,000 Athlon Acquisition Corp. 24,000,000 Units Table of Contents Filed pursuant to Rule 424(b)(4) Registration No. 333-251605 Registration No. 333-252032 PROSPECTUS $240,000,000 Athlon Acquisition Corp. 24,000,000 Units Athlon Acquisition Corp. is a blank check company formed as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination |
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| January 11, 2021 |
S-1MEF 1 d56857ds1mef.htm S-1MEF As filed with the Securities and Exchange Commission on January 11, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Athlon Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-3331021 (State or other jurisdiction |
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| January 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Athlon Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 85-3331021 (State of incorporation or organization) (I.R.S. Employer Identification No.) c/o Causeway Media |
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| January 8, 2021 |
CORRESP 1 filename1.htm January 8, 2021 VIA EDGAR Erin Martin U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Athlon Acquisition Corp. Registration Statement on Form S-1 Filed December 22, 2020, as amended File No. 333-251605 Dear Ms. Martin: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1 |
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| January 8, 2021 |
CORRESP 1 filename1.htm Athlon Acquisition Corp. c/o Causeway Media Partners 44 Brattle St. Cambridge, MA 02138 January 8, 2021 VIA EDGAR Erin Martin U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Athlon Acquisition Corp. Registration Statement on Form S-1 Filed December 22, 2020, as amended File No. 333-251605 Dear Ms. Martin: |
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| January 7, 2021 |
S-1/A 1 d62452ds1a.htm S-1/A Table of Contents As filed with the United States Securities and Exchange Commission on January 7, 2021 under the Securities Act of 1933, as amended. Registration No. 333-251605 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Athlon Acquisition Corp. (Exact name |
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| January 7, 2021 |
Form of Underwriting Agreement.** EX-1.1 2 d62452dex11.htm EX-1.1 Exhibit 1.1 20,000,000 Units ATHLON ACQUISITION CORP. UNDERWRITING AGREEMENT , 2021 JEFFERIES LLC As Representative of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Introductory. Athlon Acquisition Corp., a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this ag |
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| December 28, 2020 |
S-1/A As filed with the United States Securities and Exchange Commission on December 28, 2020 under the Securities Act of 1933, as amended. |
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| December 22, 2020 |
EX-10.3 Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among Athlon Acquisition Corp., a Delaware corporation (the “Company”), AAC HoldCo, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, in |
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| December 22, 2020 |
Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Athlon Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Athlon Acquis |
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| December 22, 2020 |
Form of Compensation Committee Charter.* EX-99.2 Exhibit 99.2 Athlon Acquisition Corp. Compensation Committee Charter A. Purpose The purpose of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Athlon Acquisition Corp. (the “Company”) is to assist the Board with its oversight of the forms and amount of compensation for the Company’s executive officers, to administer the Company’s incentive plans for |
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| December 22, 2020 |
Specimen Class A Common Stock Certificate.** EX-4.2 Exhibit 4.2 SHARES NUMBER C- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP ATHLON ACQUISITION CORP. CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of fully paid and non-assessable shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), of Athlon Acquisition Corp., a Delaware corporation (the “Company”), transferable on the books of the Company in person or by du |
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| December 22, 2020 |
Form of Private Placement Warrants Purchase Agreement between the Registrant AAC HoldCo, LLC .* EX-10.4 Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Athlon Acquisition Corp., a Delaware corporation (the “Company”) and AAC HoldCo, LLC, a Delaware limited liability company (th |
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| December 22, 2020 |
Securities Subscription Agreement between the Registrant and AAC HoldCo, LLC .* EX-10.7 Exhibit 10.7 ATHLON ACQUISITION CORP. 44 Brattle St. Cambridge, MA 02138 October 13, 2020 AAC HoldCo, LLC c/o Causeway Media Partners 44 Brattle St. Cambridge, MA 02138 RE: Securities Subscription Agreement Ladies and Gentlemen: Athlon Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”), is pleased to accept the offer made by AAC HoldCo, LLC, a Delaware limited liabilit |
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| December 22, 2020 |
EX-99.7 Exhibit 99.7 Consent to be Named as a Director Nominee In connection with the filing by Athlon Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Athlo |
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| December 22, 2020 |
Form of Audit Committee Charter.* EX-99.1 Exhibit 99.1 Athlon Acquisition Corp. Audit Committee Charter A. Purpose The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Athlon Acquisition Corp. (the “Company”) is to assist the Board with its oversight of (i) the integrity of the Company’s financial statements, (ii) the Company’s compliance with legal and regulatory requirements, (iii) the |
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| December 22, 2020 |
EX-99.6 Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Athlon Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Athlo |
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| December 22, 2020 |
EX-14 Exhibit 14 Athlon Acquisition Corp. Code of Conduct Code of Conduct. This Code of Conduct and our company values represent the standards by which we all must operate. All employees of Athlon Acquisition Corp. or any subsidiary of Athlon Acquisition Corp. (collectively, “Athlon”), as well as Athlon’s officers and Board members, must abide by this Code of Conduct. We also expect Athlon’s contr |
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| December 22, 2020 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.* EX-4.4 Exhibit 4.4 WARRANT AGREEMENT ATHLON ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated , 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated , 2021, is by and between Athlon Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”). WHEREAS |
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| December 22, 2020 |
EX-10.5 Exhibit 10.5 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , is made by and between Athlon Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS: A. The Company desires to attract and retain the services of highly qualified individuals as directors, officers, employees and agents. B. The Company’s bylaws (the “Bylaws”) require |
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| December 22, 2020 |
EX-99.4 Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Athlon Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Athlo |
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| December 22, 2020 |
Form S-1 Table of Contents As filed with the United States Securities and Exchange Commission on December 22, 2020 under the Securities Act of 1933, as amended. |
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| December 22, 2020 |
Promissory Note issued to AAC HoldCo, LLC.** EX-10.6 Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE |
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| December 22, 2020 |
Form of Nominating & Corporate Governance Committee Charter.* EX-99.3 Exhibit 99.3 Athlon Acquisition Corp. Nominating and Corporate Governance Committee Charter A. Purpose The purpose of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Athlon Acquisition Corp. (the “Company”) is to assist the Board with its oversight and to: (i) identify individuals qualified to become Board members, consistent w |
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| December 22, 2020 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021 by and between Athlon Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, as amended, File No. 333-[ ] |
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| December 22, 2020 |
EX-10.1 Exhibit 10.1 , 2021 Athlon Acquisition Corp. c/o Causeway Media Partners 44 Brattle St. Cambridge, MA 02138 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Athlon Acquisition Corp., a Delaware corporation (the “Company”), |
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| December 22, 2020 |
Amended and Restated Certificate of Incorporation.* EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATHLON ACQUISITION CORP. , 2021 Athlon Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Athlon Acquisition Corp.” The original certificate of incorporation was filed with the Secretary of State |
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| December 22, 2020 |
Specimen Warrant Certificate.** EX-4.3 Exhibit 4.3 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Athlon Acquisition Corp. Incorporated Under the Laws of the State of Delaware CUSIP Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registere |
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| December 22, 2020 |
EX-4.1 Exhibit 4.1 NUMBER U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP ATHLON ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one share of Class A common stock, par value $0.00 |
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| December 22, 2020 |
Form of Administrative Services Agreement between the Registrant and AAC HoldCo, LLC .* EX-10.8 Exhibit 10.8 Athlon Acquisition Corp. 44 Brattle St. Cambridge, MA 02138 , 2021 Causeway Management, LLC 44 Brattle St. Cambridge, MA 02138 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Athlon Acquisition Corp., a Delaware corporation (the “Company”), and Causeway Management, LLC, a Delaware limited liability company (“Causeway”), dated as |
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| December 22, 2020 |
BYLAWS ATHLON ACQUISITION CORP. (THE “CORPORATION”) Adopted October 9, 2020 ARTICLE I EX-3.2 Exhibit 3.2 BYLAWS OF ATHLON ACQUISITION CORP. (THE “CORPORATION”) Adopted October 9, 2020 ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporatio |
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| October 23, 2020 |
DRS Table of Contents As confidentially submitted to the Securities and Exchange Commission on October 23, 2020. |
