ITEM 1. BUSINESS
In
this Annual Report on Form 10-K (the Form 10-K), references to the Company and to we, us, and our refer to
Athlon Acquisition Corp.
We are a newly organized blank check company incorporated as a Delaware corporation on October 6, 2020 and formed for
the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the Initial Business Combination).
While we may pursue an acquisition opportunity in any industry or sector, we intend to focus on businesses in the health, wellness and fitness sectors and the
products, devices, applications, and technology driving growth within these verticals. More specific examples in these sectors include, but are not limited to, nutrition, digital fitness programming, connected equipment, activewear, meditation and
mental wellness, experiential fitness and wellness, recovery, and sleep. Our management team and Board of Directors have extensive knowledge and relationships within these markets, and we intend to capitalize on our ability to identify and acquire
businesses that stand to benefit from our unique operational and strategic expertise.
In October 2020, we issued an aggregate of 5,750,000 shares of our
Class B common stock (the Founder Shares) for an aggregate purchase price of $25,000, or approximately $0.004 per share, to AAC Holdco, LLC, a Delaware limited liability company. (the Sponsor). In October 2020, our
Sponsor transferred an aggregate of 475,000 Founder Shares to certain of our directors. On January 11, 2021, we effected a 1.2:1 stock split, resulting in our Sponsor holding an aggregate of 6,330,000 Founder Shares and there being an aggregate
of 6,900,000 Founder Shares outstanding.
On January 14, 2021, we consummated our initial public offering (the Initial Public Offering)
of 27,600,000 units (the Units). Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (Warrant), with each whole warrant entitling the
holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $276,000,000. Simultaneously with the
Initial Public Offering, we completed the private placement (Private Placement) of 7,520,000 warrants (the Private Placement Warrants) at a price of $1.00 per Private Placement Warrant, generating total proceeds of
$7,520,000. The Private Placement Warrants were sold to the Sponsor. The Private Placement Warrants are identical to the public warrants included as part of the Units in the Initial Public Offering, except that, so long as the Private Placement
Warrants continue to be held by the Sponsor and its permitted transferees: (i) they are not redeemable by us, 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.
The closing of the Initial
Public Offering and sale of Private Placement Warrants generated total proceeds of $283,520,000. Following the closing of the Initial Public Offering and sale of Private Placement Warrants, an aggregate amount of $276,000,000 has been placed in the
U.S. based trust account (the Trust Account) established in connection with the Initial Public Offering. Transaction costs amounted to $6,520,000, consisting of $5,520,000 of underwriting fees and $1,000,000 of other offering costs. In
addition, $1,000,000 of cash was held outside of the Trust Account established in connection with the Initial Public Offering, which is available for the payment of offering costs and for working capital purposes.
As a result of the underwriters exercise in full of its over-allotment option, 900,000 of the Founder Shares are no longer subject to forfeiture.
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