UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 ORor 15(d)

OFof ~~THE~~the ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

Date of Report (Date of earliest event reported): November 22 9, ~~2021~~2022

ATHLON ACQUISITION CORP.

(Exact name of ~~registrant~~Registrant as specified in its charter)

Delaware		001-39870		85-3331021
(State or other jurisdiction of incorporation)		(Commission File ~~Number~~No.)		(~~I.R.S.~~IRS Employer Identification No.)

c/o Causeway Media Partners 44 Brattle St. Cambridge, MA		02138
(Address of principal executive offices)		(Zip Code)

c/o Causeway Media Partners

~~Registrant’s~~44 ~~telephone~~Brattle ~~number, including area code: (617) 855-6339~~Street

Cambridge, MA

02138

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (617) 855-6333

Not Applicable

(Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written ~~communication~~communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-~~commencements~~commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	~~Trading Symbols~~TradingSymbol(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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 48.0201. ~~Non-Reliance~~Other ~~on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review~~Events.

~~The~~On ~~management~~November 9, of2022, Athlon Acquisition Corp. (the “Company”) ~~has~~issued ~~re-evaluated~~a ~~the~~press ~~Company’s~~release ~~application~~announcing ofthat, ~~ASC~~due ~~480-10-S99-3A~~ to its ~~accounting~~anticipated ~~classification~~inability ofto ~~the~~consummate ~~redeemable~~an ~~Class A~~initial ~~common~~business ~~stock,~~combination ~~par~~within ~~value~~the ~~$0.0001~~time ~~per~~period ~~share~~required ~~(the~~by ~~“Public~~its ~~Shares”),~~Amended ~~issued~~and asRestated ~~part~~Certificate of ~~the~~Incorporation ~~units sold in the Company’s initial public offering~~ (the “~~IPO~~Charter”) ~~on January 14~~, ~~2021. Historically, a portion of~~ the ~~Public~~Company ~~Shares~~intends ~~was classified as permanent equity~~ to ~~maintain~~dissolve ~~shareholders’~~and ~~equity~~liquidate ~~greater~~in ~~than~~accordance ~~$5 million~~with on the ~~basis~~provisions ~~that~~of the ~~Company~~Charter and will ~~not~~ redeem ~~its~~all ~~Public~~of ~~Shares~~the inoutstanding anshares ~~amount~~of ~~that~~Class A ~~would~~common ~~cause~~stock ~~its~~that ~~net~~were ~~tangible~~included ~~assets to be less than $5,000,001, as described~~ in the ~~Company’s~~units ~~amended~~issued ~~and~~in ~~restated~~its ~~certificate~~initial ofpublic ~~incorporation (the “Charter”)~~offering. ~~Pursuant~~A tocopy ~~such~~of ~~re-evaluation,~~ the ~~Company’s~~press ~~management~~release ~~has~~is ~~determined~~attached ~~that~~hereto ~~the Public Shares include certain provisions that require classification of all of the Public Shares~~ as ~~temporary~~Exhibit ~~equity~~99.1 ~~regardless~~and ofis ~~the~~incorporated ~~net~~herein ~~tangible~~by ~~assets redemption limitation contained in the Charter~~reference.

~~Therefore,~~Item on9.01. ~~November 22,~~Financial ~~2021,~~Statements ~~the Company’s management~~ and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued (i) audited balance sheet as of January 14, 2021, (ii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the Securities and Exchange Commission (the “SEC”) on May 24, 2021, (iii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 4, 2021 and (iv) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 2, 2021 (collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and should no longer be relied uponExhibits. As such, the Company intends to restate its financial statements for the Affected Periods in an amendment to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, to be filed with the SEC (the “Q3 Form 10-Q/A”).

~~The Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account established in connection with the IPO~~ (~~the “Trust Account”~~d). Exhibits

The Company’s management has concluded that in light of the classification error described above, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness will be described in more detail in the Q3 Form 10-Q/A.


Exhibit No.		Description

99.1		Athlon Acquisition Corp. Press Release dated November 9, 2022

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~The~~Cautionary ~~Company’s~~Note ~~management~~Regarding ~~and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8~~Forward-KLooking ~~pursuant~~Statements ~~to this Item 4.02 with WithumSmith+Brown PC.~~

~~Cautionary~~Certain ~~Statement~~information ~~Regarding~~contained ~~Forward~~in ~~Looking~~this ~~Statements~~Current Report on Form 8-K may be deemed to constitute “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the Company’s intention to redeem all of its outstanding public shares, the Company’s cash position or cash held in the Company’s trust account, the expected per-share redemption price, or the timing when the Company’s public shares will cease trading on Nasdaq. These statements are based on current expectations on the date of this Current Report and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the federal securities laws. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the impact of the Company’s restatement of certain historical financial statements, the Company’s cash position and cash held in the Trust Account and any proposed remediation measures with respect to identified material weaknesses. These statements are based on current expectations on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. These risks and uncertainties include, but are not limited to, further changes in or developments regarding accounting treatment, among others. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

SIGNATURE

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 hereunto duly authorized.


ATHLON ACQUISITION CORP.

By:		/s/ David Poltack
Name:		David Poltack
Title:		Chief Financial Officer

Dated: November 9, 2022

Athlon Acquisition Corp.

Date: November 29, 2021

/s/ David Poltack

David Poltack

Chief Financial Officer

Filing Compare · Athlon Acquisition Corp.