Filed by Avalon Acquisition Inc.
Pursuant to Rule 425 under the Securities Act of
1933,
as amended, and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934, as amended
Subject Company: Avalon Acquisition Inc.
Commission File No. 001-40872
September 21, 2022
This filing is being made to correct an error on slide
6 of the investor presentation originally filed on September 21, 2022. The sole change is to correct errors in the pro forma capitalization
table as a result the proposed transaction, although the relative percentage ownership of the SPAC public investors remains unchanged.
The updated presentation has been made available on Avalon Acquisition Inc.’s website, www.avalonspac.com.
Additional Information and Where to Find It
In connection with the proposed transaction, The Beneficient
Company Group, L.P. (“Beneficient”) will file with the SEC a registration statement on Form S-4 that will include a proxy
statement of Avalon Acquisition Inc. (“Avalon”) and a prospectus of Beneficient, as well as other relevant documents concerning
the proposed transaction. INVESTORS, SECURITY HOLDERS AND OTHER INTERESTED PERSONS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE
PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION (“SEC”), AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. Avalon stockholders will be able to obtain a free copy of the proxy statement/prospectus, as well
as other filings containing information about Beneficient and Avalon, without charge, at the SEC’s website (http://www.sec.gov).
Copies of the proxy statement/prospectus can also be obtained, without charge, by directing a request to Avalon Acquisition Inc., 2 Embarcadero
Center, 8th Floor, San Francisco, CA 94111.
Participants in Solicitation
Avalon and its directors and executive officers may
be deemed participants in the solicitation of proxies from Avalon’s stockholders with respect to the proposed business combination.
A list of the names of those directors and executive officers and a description of their interests in Avalon is contained in Avalon’s
final prospectus related to its initial public offering dated October 5, 2021, which was filed with the SEC and is available free of charge
at the SEC’s website at www.sec.gov. Additional information regarding the interests of such participants will be contained in the
proxy statement/prospectus for the proposed business combination when available.
Beneficient and its general partner, other members
of management and the members of the board of directors of its general partner, and employees may also be deemed to be participants in
the solicitation of proxies from the stockholders of Avalon in connection with the proposed business combination. A list of the names
of such directors, executive officers, members of management, members of the board of directors and employees, and information regarding
their interests in the proposed business combination will be included in the proxy statement/prospectus for the proposed business combination
that will be filed on Form S-4 when available.
No Offer or Solicitation
This communication does not constitute (i) a solicitation
of a proxy, consent or authorization with respect to any securities or in respect of the business combination or (ii) an offer to sell,
a solicitation of an offer to buy, or a recommendation to purchase, any securities of Beneficient, Avalon, the combined company or any
of their respective affiliates. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section
10 of the Securities Act of 1933, as amended, or an exemption therefrom, nor shall 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 be affected. No securities commission or securities regulatory authority in the United States or any other jurisdiction has
in any way passed upon the merits of the business combination or the accuracy or adequacy of this communication.
Forward-Looking Statements
Certain statements included in this communication
that are not historical facts are forward-looking statements. Forward-looking statements generally are accompanied by words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,”
“seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends
or that are not statements of historical matters. These forward-looking statements include, but are not limited to, certain plans, expectations,
goals, projections, and statements about the benefits of the proposed transaction, the plans, objections, expectations, and intentions
of Beneficient and Avalon, the expected timing of completion of the transaction, and other statements that are not historical facts. These
statements are based on information available to Beneficient and Avalon as of the date hereof and neither Beneficient nor Avalon is under
any duty to update any of the forward-looking statements after the date of this communication to conform these statements to actual results.
These statements are based on various assumptions, whether or not identified in this communication, and on the current expectations of
the respective management of Beneficient and Avalon as of the date hereof and are not predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not intended to serve as and should not be relied on by an investor or
others as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances
are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of
Beneficient and Avalon. These forward-looking statements are subject to a number of risks and uncertainties, including, but not limited
to, changes in domestic and foreign business, market, financial, political, and legal conditions; the inability of the parties to successfully
or timely consummate the proposed transaction, including the risk that any regulatory approvals or the SEC’s declaration of the
effectiveness of our prospectus/proxy statement are not obtained, are delayed or are subject to unanticipated conditions that could adversely
affect the combined company or the expected benefits of the proposed transaction or that the approval of the requisite equity holders
of Avalon is not obtained; failure to realize the anticipated benefits of the proposed transaction; risks related to the rollout of Beneficient’s
business and the timing of expected business milestones; the effects of competition on Beneficient’s business; the amount of redemption
requests made by Avalon’s stockholders; the ability of Avalon or Beneficient to issue equity or equity-linked securities or obtain
debt financing in connection with the proposed transaction or in the future; and those factors discussed in Avalon’s final prospectus
dated October 5, 2021 under the heading “Risk Factors,” and other documents Avalon has filed, or will file, with the SEC.
If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied
by these forward-looking statements. There may be additional risks that neither Avalon nor Beneficient presently know, or that Avalon
or Beneficient currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking
statements. In addition, the forward-looking statements reflect Avalon’s and Beneficient’s expectations, plans, or forecasts
of future events and views as of the date of this communication. Avalon and Beneficient anticipate that subsequent events and developments
will cause Avalon’s and Beneficient’s assessments to change. However, while Avalon and Beneficient may elect to update these
forward-looking statements at some point in the future, Avalon and Beneficient specifically disclaim any obligation to do so. These forward-looking
statements should not be relied upon as a representation of Avalon’s and Beneficient’s assessments as of any date subsequent
to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Avalon Acquisition (NASDAQ:AVAC)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Avalon Acquisition (NASDAQ:AVAC)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024