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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Athlon Acquisition Corporation | NASDAQ:SWET | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.06 | 10.05 | 10.08 | 0 | 01:00:00 |
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
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85-3331021
|
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
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Title of each class
|
Trading
Symbols
|
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
|
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
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Page
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2
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3
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4
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5
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16
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19
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19
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19
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19
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20
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20
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20
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20
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20
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21
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September 30,
2021 |
December 31,
2020 |
|||||||
(Unaudited)
|
||||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash
|
$ | 721,924 | $ | 4,457 | ||||
Prepaid expenses
|
361,878 | — | ||||||
|
|
|
|
|||||
Total Current Assets
|
1,083,802 | 4,457 | ||||||
Deferred offering costs
|
— | 192,370 | ||||||
Investment
s
held in Trust Account
|
276,033,421 | — | ||||||
|
|
|
|
|||||
TOTAL ASSETS
|
$
|
277,117,223
|
|
$
|
196,827
|
|
||
|
|
|
|
|||||
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
|
||||||||
Current liabilities
|
||||||||
Accrued expenses
|
$ | 553,483 | $ | 2,241 | ||||
Accrued offering costs
|
— | 111,827 | ||||||
Promissory note – related party
|
— | 60,000 | ||||||
Total Current Liabilities
|
553,483 | 174,068 | ||||||
Warrant liability
|
14,924,000 | — | ||||||
Deferred underwriting fee payable
|
9,660,000 | — | ||||||
|
|
|
|
|||||
Total Liabilities
|
|
25,137,483
|
|
|
174,068
|
|
||
|
|
|
|
|||||
Commitments and Contingencies
|
||||||||
Class A common stock subject to possible
redemption, $0.0001 par value;
27,600,000 and no shares estimated at $10.00 per share redemption value as of September 30, 2021 and December 31, 2020, respectively
|
276,000,000 | — | ||||||
Stockholders’ (Deficit) Equity
|
||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
|
— | — | ||||||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 6,900,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020
|
690 | 690 | ||||||
Additional
paid-in
capital
|
— | 24,310 | ||||||
Accumulated deficit
|
(24,020,950 | ) | (2,241 | ) | ||||
|
|
|
|
|||||
Total Stockholders’ (Deficit) Equity
|
|
(24,020,260
|
)
|
|
22,759
|
|
||
|
|
|
|
|||||
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
|
$
|
277,117,223
|
|
$
|
196,827
|
|
||
|
|
|
|
Three
Months Ended September 30, 2021 |
Nine
Months Ended September 30, 2021 |
|||||||
Formation and operational costs
|
$ | 205,246 | $ | 1,022,678 | ||||
|
|
|
|
|||||
Loss from operations
|
|
(205,246
|
)
|
|
(1,022,678
|
)
|
||
|
|
|
|
|||||
Other income:
|
||||||||
Change in fair value of warrant liabilities
|
1,279,200 | 1,492,400 | ||||||
Transaction costs incurred in connection with warrant liability
|
— | (611,630 | ) | |||||
Interest earned
on investments held
in Trust Account
|
4,957 | 33,421 | ||||||
|
|
|
|
|||||
Total other income, net
|
1,284,157 | 914,191 | ||||||
|
|
|
|
|||||
Net income (loss)
|
$
|
1,078,911
|
|
$
|
(108,487
|
)
|
||
|
|
|
|
|||||
Weighted average shares outstanding, Class A redeemable common stock
|
27,600,000 | 26,184,615 | ||||||
|
|
|
|
|||||
Basic and diluted net income (loss) per share, Class A redeemable common stock
|
$
|
0.03
|
|
$
|
(0.00
|
)
|
||
|
|
|
|
|||||
Weighted average shares outstanding,
Class B non-redeemable
common stock
|
6,900,000 | 6,853,846 | ||||||
|
|
|
|
|||||
Basic and diluted net income (loss) per share, Class B
non-redeemable
common stock
|
$
|
0.03
|
|
$
|
(0.00
|
)
|
||
|
|
|
|
Class A
Common Stock
|
Class B
Common Stock |
Additional
Paid-in
Capital |
Accumulated
Deficit |
Total
Stockholders’ Equity (Deficit) |
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||||||||
Balance — January 1, 2021
|
|
—
|
|
$
|
—
|
|
|
6,900,000
|
|
$
|
690
|
|
$
|
24,310
|
|
$
|
(2,241
|
)
|
$
|
22,759
|
|
|||||||
Cash paid in excess of fair value for Private Placement Warrants
|
— | — | — | — | 1,729,600 | — | 1,729,600 | |||||||||||||||||||||
Accretion for Class A common stock subject to redemption amount
|
— | — | — | — | (1,753,910 | ) | (23,910,222 | ) | (25,664,132 | ) | ||||||||||||||||||
Net income
|
— | — | — | — | — | 3,664,123 | 3,664,123 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – March 31, 2021
|
|
—
|
|
$
|
—
|
|
|
6,900,000
|
|
$
|
690
|
|
$ | — |
$
|
(20,248,340
|
)
|
$
|
(20,247,650
|
)
|
||||||||
Net loss
|
— |
|
—
|
|
— | — | — | (4,851,521 | ) | (4,851,521 | ) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – June 30, 2021
|
|
—
|
|
$
|
—
|
|
|
6,900,000
|
|
$
|
690
|
|
$ | — |
$
|
(25,099,861
|
)
|
$
|
(25,099,171
|
)
|
||||||||
Net income
|
1,078,911 | 1,078,911 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – September 30, 2021
|
|
—
|
|
$
|
—
|
|
|
6,900,000
|
|
$
|
690
|
|
$ | — |
$
|
(24,020,950
|
)
|
$
|
(24,020,260
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities:
|
||||
Net loss
|
$ | (108,487 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||
Change in fair value of warrant liabilities
|
(1,492,400 | ) | ||
Transaction costs incurred in connection with warrant liability
|
611,630 | |||
Interest earned
on investments held
in Trust Account
|
(33,421 | ) | ||
Changes in operating assets and liabilities:
|
||||
Prepaid expenses
|
(361,878 | ) | ||
Accrued expenses
|
551,242 | |||
|
|
|||
Net cash used in operating activities
|
|
(833,314
|
)
|
|
|
|
|||
Cash Flows from Investing Activities:
|
||||
Investment of cash in Trust Account
|
(276,000,000 | ) | ||
|
|
|||
Net cash used in investing activities
|
|
(276,000,000
|
)
|
|
|
|
|||
Cash Flows from Financing Activities
|
||||
Proceeds from sale of Public Offering, net of underwriting discounts paid
|
276,000,000 | |||
Underwriting discounts paid
|
|
|
(5,520,000
|
)
|
Proceeds from sale of Private Placements Warrants
|
7,520,000 | |||
Proceeds from promissory note—related party
|
20,000 | |||
Repayment of promissory note—related party
|
(80,000 | ) | ||
Payment of offering costs
|
(389,219 | ) | ||
|
|
|||
Net cash provided by financing activities
|
$
|
277,550,781
|
|
|
|
|
|||
Net Change in Cash
|
|
717,467
|
|
|
Cash – Beginning of period
|
4,457 | |||
Cash – End of period
|
$
|
721,924
|
|
|
|
|
|||
Non-Cash
investing and financing activities:
|
||||
Deferred underwriting fee payable
|
$ | 9,660,000 | ||
|
|
Balance Sheet as of January 14, 2021 (audited)
|
As Previously
Reported |
Adjustment
|
As Revised
|
|||||||||
Class A common stock subject to possible redemption
|
$ | 246,471,930 | $ | 29,528,071 | $ | 276,000,001 | ||||||
Class A common stock
|
$ | 295 | $ | (295 | ) | $ | — | |||||
Additional
paid-in
capital
|
$ | 5,617,553 | $ | (5,617,553 | ) | $ | — | |||||
Accumulated deficit
|
$ | (618,536 | ) | $ | (23,910,223 | ) | $ | (24,528,759 | ) | |||
Total Stockholders’ Equity (Deficit)
|
$ | 5,000,002 | $ | (29,528,071 | ) | $ | (24,528,759 | ) |
Gross proceeds
|
$ | 276,000,000 | ||
Less:
|
||||
Proceeds allocated to Public Warrants
|
$ | (10,626,000 | ) | |
Class A common stock issuance costs
|
(15,038,132 | ) | ||
Plus:
|
||||
Accretion of carrying value to redemption value
|
$ | 25,664,132 | ||
|
|
|||
Class A common stock subject to possible redemption
|
$ | 276,000,000 | ||
|
|
Three Months Ended
September 30, 2021 |
Nine Months Ended
September 30, 2021 |
|||||||||||||||
Class A
|
Class B
|
Class A
|
Class B
|
|||||||||||||
Basic and diluted net income per common stock
|
||||||||||||||||
Numerator:
|
||||||||||||||||
Allocation of net income (loss), as adjusted
|
$ | 863,129 | $ | 215,782 | $ | (85,981 | ) | $ | (22,506 | ) | ||||||
Denominator:
|
||||||||||||||||
Basic and diluted weighted average shares outstanding
|
27,600,000 | 6,900,000 | 26,184,615 | 6,853,846 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Basic and diluted net income (loss) per common stock
|
$ | 0.03 | $ | 0.03 | $ | (0.00 | ) | $ | (0.00 | ) |
• |
in whole and not in part;
|
• |
at a price of $0.01 per Public Warrant;
|
• |
upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and
|
• |
if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a
30
-trading
day period ending three trading days before the Company sends the notice of redemption to the warrant holders.
|
• |
in whole and not in part;
|
• |
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the shares of Class A common stock; and
|
• |
if, and only if, the closing price of our Class A common stock equals or exceeds $10.00 per public share for any 20 trading days within the30-tradingday period ending three trading days before the Company sends the notice of redemption to the warrant holders.
|
Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |
Level 3: | Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
Description
|
Level
|
September 30,
2021 |
||||||
Assets:
|
||||||||
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund
|
1 | $ | 276,033,421 |
Liabilities | Level | Fair Value | ||||||||
September 30, 2021
|
Warrant Liability – Public Warrants
|
1 | 9,660,000 | |||||||
September 30, 2021
|
Warrant Liability – Private Placement Warrants
|
2
|
5,264,000 |
|
|
Private Placement
|
|
|
Public
|
|
|
Warrant Liabilities
|
|
|||
Fair value as of January 1, 2021
|
$ | — | $ | — | $ | — | ||||||
Initial measurement on January 14, 2021
|
5,790,400 | 10,626,000 | 16,416,400 | |||||||||
Change in fair value
|
(1,654,400 | ) | (3,174,000 | ) | (4,828,400 | ) | ||||||
Transfer to level 1
|
— | (7,452,000 | ) | (7,452,000 | ) | |||||||
|
|
|
|
|
|
|||||||
Fair value as of March 31, 2021
|
$ | 4,136,000 | $ | — | $ | 4,136,000 | ||||||
Change in fair value
|
1,579,200 | — | 1,579,200 | |||||||||
|
|
|
|
|
|
|||||||
Fair value as of June 30, 2021
|
$ | 5,715,200 | $ | — | $ | 5,715,200 | ||||||
Change in fair value
|
(451,200 | ) | — | (451,200 | ) | |||||||
Transfer to level 2
|
|
|
(5,264,000
|
)
|
|
|
—
|
|
|
|
(5,264,000
|
)
|
|
|
|
|
|
|
|||||||
Fair value as of September 30, 2021
|
$ | — | $ | — | $ | — | ||||||
|
|
|
|
|
|
101.INS* | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase Document | |
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.INS) |
* |
Filed herewith.
|
** |
Furnished.
|
(1) |
Previously filed as an exhibit to our Current Report on Form
8-K
filed on January 15, 2021 and incorporated by reference herein.
|
(2) |
Previously filed as an exhibit to our Form
S-1
filed on December 22, 2020 and incorporated by reference herein.
|
ATHLON ACQUISITION CORP.
|
||||||
Date: November 2, 2021 | By: |
/s/ Chris Hickey
|
||||
Name: | Chris Hickey | |||||
Title: | Chief Executive Officer and Director | |||||
(Principal Executive Officer) | ||||||
By: |
/s/ David Poltack
|
|||||
Name: | David Poltack | |||||
Title: |
Chief Financial Officer
(Principal Accounting and Financial Officer)
|
1 Year Athlon Acquisition Chart |
1 Month Athlon Acquisition Chart |
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