Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
January 05 2023 - 4:45PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 5, 2023
Avalon
Acquisition Inc.
(Exact name of registrant as specified in its
charter)
Delaware |
001-40872 |
85-3451075 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
2 Embarcadero Center, 8th Floor
San Francisco, CA 94111
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (415) 423-0010
N/A
(Former name or former address, if changed since
last 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 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-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 |
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Trading Symbols |
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Name of each exchange on
which registered |
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Units, each consisting of one share of Class A common stock, par value $0.0001 per share and three-fourths one redeemable warrant |
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AVACU |
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The Nasdaq Stock Market LLC |
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Class A common stock, par value $0.0001 per share |
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AVAC |
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The Nasdaq Stock Market LLC |
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Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per whole share |
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AVACW |
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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 8.01. Other Events.
On January 5, 2023, Avalon Acquisition Inc.,
a Delaware corporation (the “Company”), issued a press release announcing that The Beneficient Company Group, L.P. deposited an aggregate of $2,070,000 into the Company’s trust account for the Company’s public stockholders, representing
$0.10 per public share, which enables the Company to extend the period of time it has to consummate its initial business combination
by three months from January 8, 2023 to April 8, 2023 (the “Extension”). The Extension is the first of up to two three-month
extensions permitted under the Company’s governing documents.
A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits.
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
hereunto duly authorized.
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AVALON ACQUISITION INC. |
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By: |
/s/ S. Craig Cognetti |
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Name: |
S. Craig Cognetti |
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Title: |
Chief Executive Officer |
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Dated: January 5, 2023 |
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