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~~ 11March 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	Trading Symbols	Name of each exchange on which registered

Units, each consisting of one share of Class A common stock, par value $0.0001 per share and three-fourths one redeemable warrant	AVACU	The Nasdaq Stock Market LLC

Class A common stock, par value $0.0001 per share	AVAC	The Nasdaq Stock Market LLC

Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per whole share	AVACW	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 38.01 ~~Notice~~Other ~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Events.

OnAs ~~January~~previously 11announced, on ~~2023~~September 21, 2022, Avalon Acquisition Inc. (the “Company”), ~~received a notice from the Listing Qualifications Department of~~ The ~~Nasdaq~~Beneficient ~~Stock Market (“Nasdaq”) stating that the~~ Company ~~failed to hold an annual meeting of stockholders within 12 months after its fiscal year ended December 31~~Group, ~~2021, as required by Nasdaq Listing Rule 5620(a)~~L.P. ~~In accordance with Nasdaq Listing Rule 5810~~(c“BCG”)~~(2)(G)~~, ~~the Company has 45 calendar days (or~~Beneficient ~~until~~Merger ~~February~~Sub 27I, ~~2023)~~Inc., ~~to submit a plan to regain compliance~~ and, ifBeneficient ~~Nasdaq~~Merger ~~accepts~~Sub ~~the plan~~II, ~~Nasdaq may grant the Company up to 180 calendar days from its fiscal year end~~LLC, orentered ~~until~~into ~~June~~a ~~29,~~business ~~2023,~~combination toagreement ~~regain compliance. If Nasdaq does not accept~~ (the ~~Company’s~~“Business ~~plan,~~Combination ~~the~~Agreement”). ~~Company~~The ~~will~~transactions ~~have~~contemplated ~~the~~by ~~opportunity to appeal~~ the ~~decision~~Business inCombination ~~front~~Agreement ofare areferred ~~Nasdaq Hearings Panel. The Company intends~~ to ~~submit~~herein aas ~~compliance plan within~~ the ~~specified~~“Business ~~period~~Combination. ~~While the plan is pending, the Company’s securities will continue to trade on Nasdaq.~~”

~~Cautionary~~Attached ~~Note~~as ~~Regarding~~Exhibit ~~Forward~~99.1 to this Current Report on Form 8-~~Looking~~K and incorporated into this Item 8.01 by reference is an updated investor presentation that ~~Statements~~the Company intends to use from time to time when interacting with investors and analysts, among others. The investor presentation is available on the Company’s website at https://www.avalonspac.com/investor-relations.

~~Statements~~About ~~contained~~Avalon inAcquisition this Current Report on Form 8-K that are not historical facts may be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amendedInc. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern the Company’s expectations, strategy, plans or intentions. Such forward-looking statements may relate to, among other things, the Company’s continued efforts and ability to regain and maintain compliance with the Nasdaq Listing Rules. Such forward-looking statements do not constitute guarantees of future performance and are subject to a variety of risks and uncertainties. The Company does not undertake any obligation to update forward-looking statements as a result of new information, future events or developments or otherwise.

~~SIGNATURES~~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.

~~Pursuant~~Important ~~to the requirements~~Information ofAbout the ~~Securities~~Proposed ~~Exchange~~Business ~~Act~~Combination ofand ~~1934,~~Where ~~the registrant has duly caused this report~~ to beFind ~~signed on its behalf by the undersigned hereunto duly authorized.~~It

	AVALON ACQUISITION INC.
	By:	/s/ S. Craig Cognetti
		Name: S. Craig Cognetti
		Title: Chief Executive Officer
Dated: January 18, 2023

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, as amended (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.

Exhibit No.		Description
99.1		Investor Presentation, dated March 2023.
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit).

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.

	AVALON ACQUISITION INC.

	By:	/s/ S. Craig Cognetti
		Name:	S. Craig Cognetti
		Title:	Chief Executive Officer

Dated: March 10, 2023

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