Item 5.07 Submission of Matters to a Vote of Security
Holders.
As previously announced,
on September 21, 2022, Avalon Acquisition Inc. (“Avalon”) entered into a definitive business combination agreement (as amended,
supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among Avalon, The Beneficient
Company Group, L.P., a Delaware limited partnership (“BCG,” and as converted to a Nevada corporation, “Beneficient”),
Beneficient Merger Sub I, Inc., a Delaware corporation and subsidiary of BCG (“Merger Sub I”), and Beneficient Merger Sub
II, LLC, a Delaware limited liability company and subsidiary of BCG (“Merger Sub II”). Pursuant to the Business Combination
Agreement, the parties have agreed to consummate certain transactions (collectively, the “Business Combination”), subject
to the terms and conditions of the Business Combination Agreement.
On December 9, 2022, in connection
with the Business Combination, BCG first filed with the U.S. Securities and Exchange Commission (the “SEC”) a Registration
Statement on Form S-4 (File No. 333-268741) (as amended, the “Registration Statement”) containing a proxy statement/prospectus
of Avalon (such proxy statement/prospectus in definitive form, the “Proxy Statement”), which Registration Statement was declared
effective by the SEC on May 12, 2023, and Avalon commenced mailing the Proxy Statement on May 15, 2023.
On June 6, 2023, Avalon held
a special meeting of its stockholders (the “Special Meeting”), at which holders of 22,597,762 shares of common stock (consisting
of 17,422,762 Class A common stock and 5,175,000 Class B common stock) held of record as of May 10, 2023, the record date for the Special
Meeting, were present virtually or by proxy, representing 86% of the voting power of Avalon’s common stock as of the record date
for the Special Meeting, and constituting a quorum for the transaction of business. The proposals listed below are described in more detail
in the Proxy Statement. A summary of the voting results at the Special Meeting is set forth below.
The stockholders approved
the Business Combination Proposal. The voting results for the Business Combination Proposal were as follows:
Proposal No. 1: The Business Combination Proposal (Class A Shares and Class
B Shares, voting together as a single class)
| For |
|
Against |
|
Abstain |
|
Broker Non-Vote |
| 19,591,843 |
|
3,005,910 |
|
9 |
|
N/A |
Proposal No. 1: The Business Combination Proposal (Class B Shares, voting
as a separate class)
| For |
|
Against |
|
Abstain |
|
Broker Non-Vote |
| 5,175,000 |
|
0 |
|
0 |
|
N/A |
As there were sufficient votes to approve the above
proposal, the “Adjournment Proposal” described in the Proxy Statement was not presented to stockholders.
Based on the results of the Special Meeting, and subject to the satisfaction
or waiver of certain other closing conditions as described in the Proxy Statement, the transactions (the “Transactions”) contemplated
by the Business Combination Agreement are expected to be consummated on June 8, 2023. Following the consummation of the Transactions,
each of the Beneficient Class A common stock Beneficient Warrants (each as defined in the Proxy Statement) is expected to begin trading
on The Nasdaq Stock Market LLC under the new ticker symbols “BENF” and “BENFW,” respectively.
In connection with the vote to approve the Business Combination Proposal,
the holders of 18,058,386 shares of Class A common stock of Avalon properly exercised their right to redeem their shares for cash at a
redemption price of approximately $10.57 per share, for an aggregate redemption amount of approximately $191,032,800. As a result, there
remains an aggregate of $27,944,600 in the Avalon trust account.
Avalon plans to close the Business
Combination transaction as soon as possible and will continue to accept reversal of redemption requests until closing.