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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:
001-39870
 
 
ATHLON ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
  
85-3331021
(State or other jurisdiction of
incorporation or organization)
  
(I.R.S. Employer
Identification No.)
   
c/o Causeway Media Partners
44 Brattle Street
Cambridge, MA
  
02138
(Address of principal executive offices)
  
(Zip Code)
(617)
855-6333
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since the last report)
 
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Units, each consisting of one share of Class A common stock and
one-half
of one redeemable warrant
  
SWETU
  
The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share
  
SWET
  
The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
  
SWETW
  
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule
12b-2
of the Exchange Act.
 
Large accelerated filer   ☐    Accelerated filer   ☐
Non-accelerated
filer		   ☒    Smaller reporting company   ☒
         Emerging growth company   ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Exchange Act).    Yes  ☒    No  ☐
As of April 29, 2022, there were 27,600,000 shares of Class A common stock, $0.0001 par value, and 6,900,000 shares of Class B common stock, $0.0001 par value, issued and outstanding.
 
 
 
EXPLANATORY NOTE
Athlon Acquisition Corp. (the “Company”) is filing this Amendment No. 1 to the Quarterly Report on Form
10-Q
(the “Amendment No. 1”) to amend its Quarterly Report on Form
10-Q
for the quarter ended March 31, 2022, originally filed with the Securities and Exchange Commission (“SEC”) on May 3, 2022 (the “Original Filing”) solely for the purpose of amending and restating the Section 302 certifications set forth in Exhibits 31.1 and 31.2 of the Original Filing, to include the introductory language in paragraph 4 referring to internal control over financial reporting and paragraph 4(b) language referring to internal control over financial reporting. The Company’s Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of the date of this filing in connection with this Amendment No. 1 (Exhibits 31.1 and 31.2).
Except as described above, no other information included in the Original Filing is being amended or updated by this Amendment No. 1 and, other than as described herein, this Amendment No. 1 does not purport to reflect any information or events subsequent to the Original Filing. This Amendment No. 1 continues to describe the conditions as of the date of the Original Filing and, except as expressly contained herein, the Company has not updated, modified or supplemented the disclosures contained in the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and with the Company’s filings with the SEC subsequent to the Original Filing.
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.
 
No.
  
Description of Exhibit
31.1*
  
31.2*
  
104*
  
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)
 
*
Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
  
  
ATHLON ACQUISITION CORP.
Date: September 19, 2022
  
  
By:
 
/s/ Chris Hickey
  
  
Name:
 
Chris Hickey
  
  
Title:
 
Chief Executive Officer and Director
  
  
 
(Principal Executive Officer)
Date: September 19, 2022
  
  
By:
 
/s/ David Poltack
  
  
Name:
 
David Poltack
  
  
Title:
 
Chief Financial Officer
(Principal Accounting and Financial Officer)