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
10, 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 7.01 Regulation FD Disclosure.
As previously announced, on September 21, 2022, Avalon
Acquisition Inc. (the “Company”), The Beneficient Company Group, L.P. (“BCG”), Beneficient Merger Sub I, Inc.,
and Beneficient Merger Sub II, LLC, entered into a business combination agreement (the “Business Combination Agreement”).
The transactions contemplated by the Business Combination Agreement are referred to herein as the “Business Combination.”
Attached as Exhibit 99.1 to this Current Report on
Form 8-K and incorporated into this Item 7.01 by reference is the analyst day presentation that the Company and BCG have prepared
for use in connection with their analyst day, scheduled for January 10, 2023, related to the Business Combination.
The information in this Item 7.01 and Exhibit 99.1
attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference
in any filing under the Securities Act of 1993, as amended (the “Securities Act”) or the Exchange Act, except
as expressly set forth by specific reference in such filing.
About Avalon Acquisition Inc.
Avalon Acquisition Inc. is a blank check company whose
business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business
combination with one or more businesses. The Company is led by Executive Chairman Donald H. Putnam and Chief Executive Officer S. Craig
Cognetti.
Important Information About the Proposed Business
Combination and Where to Find It
This Current Report on Form 8-K relates to the Business
Combination among the parties set forth above. A full description of the terms of the Business Combination is provided in a registration
statement on Form S-4 that BCG filed with the Securities and Exchange Commission (the “SEC”) on December 9, 2022 (the “Form
S-4”). This Current Report on Form 8-K is not intended to be, and is not, a substitute for the proxy statement/prospectus or any
other document the Company or BCG has filed or may file with the SEC in connection with the proposed transactions. Each of BCG and the
Company urge its investors, stockholders and other interested persons to read, the Form S-4 and the accompanying proxy statement/prospectus
(and any amendments thereto) as well as other documents filed with the SEC, because these documents will contain important information
about BCG, the Company, and the Business Combination. After the Form S-4 is declared effective, the definitive proxy statement/prospectus
will be mailed to stockholders of the Company as of a record date to be established for voting on the Business Combination. Before making
any voting or investment decision, investors, and stockholders of the Company are urged to carefully read the entire proxy statement,
and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain
important information about the Business Combination. The Company stockholders and other interested persons are able to obtain a copy
of the Form S-4, including the proxy statement/prospectus included therein, and other documents filed with the SEC, without charge, by
directing a request to: Avalon Acquisition Inc., Two Embarcadero, Floor 8, San Francisco, CA, 94111, (415) 423-0010 or on the SEC’s
website at www.sec.gov.
Participants in the Solicitation
BCG and the Company, and their respective directors
and executive officers, may be deemed participants in the solicitation of proxies of the Company’s stockholders in respect of the
Business Combination. The Company’s stockholders and other interested persons may obtain more detailed information about the names
and interests of the directors and officers of BCG and the Company in the Business Combination set forth in the Company’s or BCG’s
filings with the SEC, including, the Form S-4 and the accompanying proxy statement/prospectus (and any amendments thereto) and other documents
filed with the SEC. These documents can be obtained free of charge from the sources specified above and at the SEC’s web site at
www.sec.gov.
This Current Report on Form 8-K does not contain all
the information that should be considered concerning the Business Combination and is not intended to form the basis of any investment
decision or any other decision in respect of the Business Combination. Before making any voting or investment decision, investors and
security holders are urged to read the Form S-4 and accompanying proxy statement/prospectus (and any amendments thereto) and all other
relevant documents filed or that will be filed with the SEC in connection with the Business Combination as they become available because
they will contain important information about the Business Combination.
Cautionary Statement Regarding Forward-Looking
Statements
This Current Report on Form 8-K may include, “forward-looking
statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. Statements regarding the
Business Combination and related matters, as well as all other statements other than statements of historical fact included in this Current
Report on Form 8-K are forward-looking statements. When used in this Current Report on Form 8-K, words such as “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would” and similar expressions, as they relate to the Company and its management team, identify forward-looking
statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently
available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements
as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent forward-looking statements attributable
to the Company or persons acting on its behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject
to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of
the Company’s registration statement and prospectus for the Company’s initial public offering filed with the SEC and the Form
S-4 (and any amendments thereto). The Company undertakes no obligation to update these statements for revisions or changes after the date
of this release, except as required by law.
No Offer or Solicitation
This Current Report on Form 8-K will not constitute
a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the Business Combination. This Current
Report on Form 8-K will also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be
any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
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 10, 2023 |
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