Item 8.01 Other Events.
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 8.01 by reference is an updated investor presentation that
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.
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, 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.