Item 1.01. Entry into Material Definitive Agreement.
On January 11, 2021, the Registration Statement on Form S-1 (File
No. 333-251605), as amended (the "Registration Statement"), relating to the
initial public offering (the "IPO") of Athlon Acquisition Corp. (the "Company")
was declared effective by the U.S. Securities and Exchange Commission, and the
Company subsequently filed, on January 11, 2021, a registration statement on
Form S-1 (File No. 333-252034) pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, which was effective immediately upon filing in order to
increase the size of the IPO.
On January 14, 2021, the Company consummated the IPO of 27,600,000 units (the
"Units"), including the issuance of 3,600,000 Units as a result of the
underwriter's exercise in full of its over-allotment option. Each Unit consists
of one share of Class A common stock of the Company, par value $0.0001 per share
("Class A Common Stock"), and one-half of one redeemable warrant of the Company
(a "Warrant"), with each whole Warrant entitling the holder thereof to purchase
one share of Class A Common Stock for $11.50 per share, subject to adjustment.
The Units were sold at a price of $10.00 per Unit, generating gross proceeds to
the Company of $276,000,000.
In connection with the IPO, the Company entered into the following agreements
previously filed as exhibits to the Company's Registration Statement:
• An Underwriting Agreement, dated January 11, 2021, by and between the
Company and Jefferies LLC, as representative of the underwriters named
therein, which contains customary representations and warranties and
indemnification of the underwriter by the Company and is attached as
Exhibit 1.1 hereto.
• A Warrant Agreement, dated January 11, 2021, by and between the Company
and Continental Stock Transfer & Trust Company, as warrant agent, a copy
of which is attached as Exhibit 4.1 hereto and incorporated herein by
reference.
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• A Letter Agreement, dated January 11, 2021, by and among the Company,
each of its officers and directors and AAC Holdco, LLC (the "Sponsor"), a
copy of which is attached as Exhibit 10.1 hereto and incorporated herein
by reference (the "Letter Agreement").
• An Investment Management Trust Agreement, dated January 11, 2021, by and
between the Company and Continental Stock Transfer & Trust Company, as
trustee, a copy of which is attached as Exhibit 10.2 hereto and
incorporated herein by reference.
• A Registration Rights Agreement, dated January 11, 2021, by and among the
Company, AAC Holdco, LLC (the "Sponsor") and certain other security
holders named therein, a copy of which is attached as Exhibit 10.3 hereto
and incorporated herein by reference.
• A Private Placement Warrants Purchase Agreement, dated January 11, 2021,
by and among the Company, the Sponsor and certain of the Company's
directors named in Exhibit A thereto, a copy of which is attached as
Exhibit 10.4 hereto and incorporated herein by reference.
• An Administrative Services Agreement, dated January 11, 2021, by and
among the Company and Causeway Management, LLC, a copy of which is
attached as Exhibit 10.5 hereto and incorporated herein by reference.
• An Indemnity Agreement, dated January 11, 2021, between the Company and
Daniel Burns, a copy of which is attached as Exhibit 10.6 hereto and
incorporated herein by reference.
• An Indemnity Agreement, dated January 11, 2021, between the Company and
Daniel Gallagher, a copy of which is attached as Exhibit 10.7 hereto and
incorporated herein by reference.
• An Indemnity Agreement, dated January 11, 2021, between the Company and
Paraag Marathe, a copy of which is attached as Exhibit 10.8 hereto and
incorporated herein by reference.
• An Indemnity Agreement, dated January 11, 2021, between the Company and
Jared Smith, a copy of which is attached as Exhibit 10.9 hereto and
incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, the Company completed the private
sale of an aggregate of 7,520,000 warrants (the "Private Placement Warrants") at
a purchase price of $1.00 per Private Placement Warrant, to the Sponsor,
generating gross proceeds to the Company of $7,520,000. The Private Placement
Warrants are identical to the Warrants sold in the IPO, except that, so long as
the Private Placement Warrants are held by the Sponsor and its permitted
transferees: (i) they are not redeemable by the Company, except under certain
circumstances when the price per share of Class A Common Stock equals or exceeds
$10.00 (as adjusted), (ii) they (including the shares of Class A Common Stock
issuable upon exercise of the Private Placement Warrants) may not, subject to
certain limited exceptions, be transferred, assigned or sold until 30 days after
the completion of a business combination, (iii) they are exercisable on a
cashless basis and (iv) they are entitled to registration rights.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In connection with the IPO, Mr. Daniel Burns, Mr. Daniel Gallagher, Mr. Paraag
Marathe and Mr. Jared Smith (collectively, the "Directors") were appointed to
the board of directors of the Company (the "Board"). The Directors are
independent directors. Mr. Burns, Mr. Gallagher and Mr. Marathe were also
appointed to the Board's Audit Committee, with Mr. Gallagher serving as chair of
the Audit Committee; Mr. Burns, Mr. Gallagher and Mr. Smith were appointed to
the Board's Compensation Committee, with Mr. Burns serving as chair of the
Compensation Committee; and Mr. Burns, Mr. Marathe and Mr. Smith were appointed
to the Nominating and Corporate Governance Committee, with Mr. Marathe serving
as chair of the Nominating and Corporate Governance Committee.
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Following the appointment of the Directors, the Board is comprised of the
following three classes: the term of office of the first class of directors,
Class I, consists of Messrs. Gallagher and Smith and will expire at the
Company's first annual meeting of stockholders; the term of office of the second
class of directors, Class II, consists of Messrs. Burns and Marathe and will
expire at the Company's second annual meeting of stockholders; and the term of
office of the third class of directors, Class III, consists of Messrs. Chris
Hickey and Mark Wan and will expire at the Company's third annual meeting of
stockholders.
In connection with their appointments to the Board, each Director entered into
the Letter Agreement as well as an indemnity agreement with the Company in the
form previously filed as Exhibit 10.1 to the Registration Statement. In
addition, in October 2020, the Sponsor transferred an aggregate of 475,000
shares of Class B common stock, par value $0.0001 per share, of the Company to
Mr. Hickey, Mr. Burns, Mr. Gallagher, Mr. Marathe and Mr. Smith for the same
per-share price initially paid by the Sponsor. On January 11, 2021, the Company
effected a 1.2:1 stock split such that Mr. Hickey, Mr. Burns, Mr. Gallagher,
Mr. Marathe and Mr. Smith held an aggregate of 570,000 shares of Class B common
stock as of the consummation of the IPO.
Other than the foregoing, none of the Directors are party to any arrangement or
understanding with any person pursuant to which they were appointed as
directors, nor are they party to any transactions required to be disclosed under
Item 404(a) of Regulation S-K involving the Company.
Copies of the the Letter Agreement and indemnity agreements are attached as
Exhibits 10.1, 10.6, 10.7, 10.8 and 10.9 hereto, respectively, and are
incorporated herein by reference.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws.
On January 11, 2021, in connection with the IPO, the Company adopted its Amended
and Restated Certificate of Incorporation (the "Amended and Restated Charter"),
effective the same day. The terms of the Amended and Restated Charter are set
forth in the Registration Statement and are incorporated herein by reference. A
copy of the Amended and Restated Charter is attached as Exhibit 3.1 hereto and
incorporated herein by reference.
Item 8.01. Other Events.
A total of $276,000,000 of the proceeds received from the IPO and the sale of
the Private Placement Warrants (which amount includes $9,660,000 of deferred
underwriting commissions), were placed in a U.S.-based trust account at JP
Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust
Company, acting as trustee. Except with respect to interest earned on the funds
held in the trust account that may be released to the Company to pay its taxes,
the funds in the trust account will not be released from the trust account until
the earliest to occur of: (i) the completion of the Company's initial business
combination, (ii) the redemption of the Company's public shares if the Company
has not completed its initial business combination within 24 months from the
closing of the IPO or during any extension period that may apply as a result of
an amendment to the Amended and Restated Charter, subject to applicable law, and
(iii) the redemption of the Company's public shares properly tendered in
connection with a stockholder vote to amend the Company's Amended and Restated
Charter to modify the substance or timing of its obligation to redeem 100% of
its public shares if the Company does not complete its initial business
combination within 24 months from the closing of the IPO or with respect to any
other provisions relating to stockholders' rights or pre-initial business
combination activity.
On January 11, 2021, the Company issued a press release, a copy of which is
attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the
pricing of the IPO.
On January 14, 2021, the Company issued a press release, a copy of which is
attached as Exhibit 99.2 to this Current Report on Form 8-K, announcing the
closing of the IPO.
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