Item 1.01. Entry into a Material Definitive Agreement.

Business Combination Agreement

On September 21, 2022, Avalon Acquisition, Inc., a Delaware corporation ("Avalon"), The Beneficient Company Group, L.P., a Delaware limited partnership ("BCG"), Beneficient Merger Sub I, Inc., a Delaware corporation and direct, wholly-owned subsidiary of BCG ("Merger Sub I"), and Beneficient Merger Sub II, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of BCG ("Merger Sub II" and together with Merger Sub I, the "Merger Subs"), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"). Capitalized terms used and not otherwise defined in this Current Report on Form 8-K (this "Current Report") have the meanings set forth in the Business Combination Agreement. The Business Combination Agreement and transactions contemplated therein (the "Transactions") were unanimously approved by Avalon's Board of Directors and the board of directors of the general partner of BCG. In connection with the Business Combination Agreement, following receipt of the necessary approval from equityholders, (i) BCG will convert from a Delaware limited partnership to a Nevada corporation (the "Conversion", and such entity following the conversion, the "Company"), (ii) immediately following confirmation of the Conversion, Merger Sub I will merge with and into Avalon (the "Avalon Merger"), with Avalon surviving the Avalon Merger (the "Avalon Merger Surviving Company") as a wholly owned subsidiary of the Company, and (iii) within two weeks following confirmation of the Avalon Merger, the Avalon Merger Surviving Company will merge with and into Merger Sub II (the "LLC Merger," together with the Avalon Merger, the "Mergers") with Merger Sub II surviving the LLC Merger as a wholly-owned subsidiary of the Company.





The Avalon Merger

Following the Initial Recapitalization, Contribution and Conversion (each of which is further described below), on the Closing, Avalon and Merger Sub I will cause the Avalon Merger to be consummated by filing the Avalon Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL (the time of such Avalon Merger being the "Avalon Merger Effective Time").

At the Avalon Merger Effective Time, Merger Sub I and Avalon will consummate the Avalon Merger, pursuant to which Merger Sub I will be merged with and into Avalon, following which the separate corporate existence of Merger Sub I will cease and Avalon will continue as the Avalon Merger Surviving Corporation after the Avalon Merger and as a direct, wholly-owned subsidiary of the Company.

Business Combination Consideration

At the Avalon Merger Effective Time, the following transactions are expected to occur:

· Every issued and outstanding Avalon Unit outstanding immediately prior to the


   Avalon Merger Effective Time will be automatically detached into one share of
   Avalon Class A Common Stock and three-fourths of a share of one Avalon Warrant.

· Each share of Avalon Common Stock issued and outstanding immediately prior to


   the Avalon Merger Effective Time (other than certain excluded shares, such as
   redeemed shares and shares held in treasury) that is not redeemed and each
   share of Avalon Common Stock included in the Avalon Units that is not redeemed
   will be converted into, and the holders of Avalon Common Stock will be entitled
   to receive for each share of Avalon Common Stock, one Company Class A Common
   Share and one share of Company Series A Preferred Stock; provided, that Avalon
   Acquisition Holdings LLC (the "Sponsor") and other holders of the Avalon Class
   B Common Stock will not be entitled to receive any Company Series A Preferred
   Stock in respect of such shares of Avalon Class B Common Stock.

· Each outstanding Avalon Warrant, including all Avalon Warrants that were


   included in the Avalon Units, will, automatically and irrevocably, be modified
   to provide that such Avalon Warrant will no longer entitle the holder thereof
   to purchase one share of Avalon Common Stock as set forth therein and in
   substitution thereof such Avalon Warrant will entitle the holder thereof to
   acquire one Company Class A Common Share, subject to adjustments as provided in
   the Warrant Agreement, and one share of Company Series A Preferred Stock;
   provided, that if a Private Placement Warrant is exercised before the Company
   Series A Preferred Stock Conversion Date, the holder of such Private Placement
   Warrant shall only receive Company Class A Common Shares and shall not receive
   any Company Series A Preferred Stock.

· Each issued and outstanding share of common stock of Merger Sub I will be


   converted into and become one validly issued, fully paid and nonassessable
   share of Avalon Class A Common Stock, of the Avalon Merger Surviving
   Corporation. From and after the Avalon Merger Effective Time, all certificates
   representing the common stock of Merger Sub I will be deemed for all purposes
   to represent the number of shares of Class A Common Stock of the Avalon Merger
   Surviving Corporation into which they were converted in accordance with the
   immediately preceding sentence.

· No fractional Company Common Shares will be issued upon the surrender for


   exchange of the Avalon Common Stock or Non-Sponsor Avalon Warrants and the
   number of Company Common Shares to be issued to each holder in respect of the
   Avalon Common Stock or Non-Sponsor Avalon Warrants will be rounded down to the
   nearest whole share.

Company Series A Preferred Stock

The Series A Preferred Stock shall be nonvoting and have a liquidation preference equal to its par value of $0.001 per share. Each share of Company Series A Preferred Stock that is then issued and outstanding will automatically, and without action of the holder thereof, convert into one-fourth (1/4) of a Company Class A Common Share on the later of (i) 90 days after the Closing Date and (ii) 30 days after a registration statement under the Securities Act has been declared effective with respect to the issuance of the Company Class A Common Shares upon the exercise of the Company Warrants (the "Company Series A Preferred Stock Conversion Date"). Thereafter, the Company Series A Preferred Stock shall have no conversion rights and shall be subject to redemption at their liquidation preference per share at the option of the Company.

Additional Terms of the Business Combination Agreement

Under Avalon's Amended and Restated Certificate of Incorporation, and in connection with obtaining the approval of the Avalon Merger by Avalon's stockholders, Avalon is required to provide an opportunity for its stockholders to redeem all or a portion of their outstanding shares of Avalon Class A Common Stock as set forth therein (the "Avalon Stockholder Redemption"), with the Avalon Stockholder Redemption to be effected no later than two business days prior to the special meeting of the holders of Avalon Common Stock.

The parties to the Business Combination Agreement have made customary representations, warranties, and covenants in the Business Combination Agreement, including, among others, covenants with respect to the conduct of each of Avalon and BCG and its subsidiaries prior to the consummation of the Avalon Merger and other Transactions (the "Closing") and a covenant providing for Avalon and BCG to jointly prepare, agree upon, and file a registration statement on Form S-4 (the "Registration Statement") with the U.S. Securities and Exchange Commission (the "SEC") (which will contain a prospectus of BCG and proxy statement of Avalon). The representations and warranties made in the Business Combination Agreement will not survive the consummation of the Mergers.

The consummation of the Transactions is subject to certain customary conditions, including, among other things: (i) the expiration or termination of the waiting period (or any extension thereof) applicable under the Hart-Scott Rodino Antitrust Improvements Act of 1976, (ii) after giving effect to the Transactions (including the Avalon Stockholder Redemption), Avalon shall have at least $5,000,001 of net tangible assets; (iii) the required approval of the stockholders of Avalon shall have been obtained for the Avalon Merger among other matters (the "Requisite Avalon Stockholder Approval"); (iv) the members of the board of directors of the Company shall be constituted as contemplated by the Business Combination Agreement; (v) the required approval of the sole stockholder of Merger Sub I, the sole member of Merger Sub II and the general partner of BCG shall have been obtained for the Avalon Merger and other Transactions; (vi) certain holders of BCG, Merger Sub I and Merger Sub II shall have executed and delivered a lock-up agreement in favor of the Company; (vii) the Company's initial listing application with the Nasdaq Stock Market LLC in connection with the transactions contemplated by the Business Combination Agreement shall have been conditionally approved and the shares of Class A Common Shares, Company Series A Preferred Stock and Company Warrants to be issued in respect of the Avalon Public Warrants in connection with the business combination shall have been approved for listing with the Nasdaq Stock Market LLC; (viii) the absence of any material adverse effect, or any change, event, effect, or occurrence that, individually or in the aggregate would result in a material adverse effect with respect to either the Company or Avalon; (ix) the . . .

Item 7.01. Regulation FD Disclosure.

On September 21, 2022, Avalon and BCG issued a joint press release announcing the execution of the Business Combination Agreement and announcing that Avalon and BCG will hold a conference call on September 21, 2022 at 7:00 a.m. Eastern Time (the "Conference Call"). A copy of the press release, which includes information regarding participation in the Conference Call, is attached hereto as Exhibit 99.3 and incorporated in this Item 7.01 by reference.

A copy of the investor presentation relating to the Mergers and used for the Conference Call is attached hereto as Exhibit 99.4 and incorporated herein by reference.

The information in this Item 7.01, including Exhibits 99.3 and 99.4, is furnished and 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 liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Avalon under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibits 99.3 and 99.4.

Additional Information and Where to Find It

In connection with the proposed Avalon Merger, BCG intends to file with the SEC a Registration Statement, which will include a preliminary proxy statement of Avalon and a prospectus of the Company. The definitive proxy statement and other relevant documents will be mailed to stockholders of Avalon as of a record date to be established for voting on the Avalon Merger. Stockholders of Avalon and other interested persons are advised to read, when available, the preliminary proxy statement and amendments thereto, and the definitive proxy statement and prospectus because these documents will contain important information about Avalon, BCG, and the proposed transactions. Stockholders will also be able to obtain copies of the Registration Statement and the proxy statement/prospectus once they are available, without charge, by directing a request to: Avalon Acquisition Inc., 2 Embarcadero Center, 8th Floor, San Francisco, CA 94111. These documents, once available, and Avalon's other filings and reports filed with the SEC can also be obtained, without charge, at the SEC's internet site (http://www.sec.gov).

Participants in the Solicitation

Avalon, and its respective directors and executive officers, and BCG, and its general partner, other members of management and the members of the board of directors of its general partner, and employees may be considered participants in the solicitation of proxies with respect to the potential transaction described in this communication under the rules of the SEC. Information about the directors and executive officers of Avalon is set forth in Avalon's filings with the SEC. Information regarding other persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders in connection with the potential transaction and a description of their direct and indirect interests will be set forth in the Registration Statement (and will be included in the accompanying proxy statement/prospectus) and other relevant documents when they are filed with the SEC. These documents can be obtained free of charge from the sources indicated above.











Forward-Looking Statements

This Current Report on Form 8-K includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events, including, without limitation, statements regarding the anticipated timing and benefits of the Mergers, and Avalon's or BCG's future financial or operating performance. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "expect," "intend," "will," "estimate," "anticipate," "believe," "predict," "potential," or "continue," or the negatives of these terms or variations of them or similar terminology. In addition, these forward-looking statements include, without limitation, statements regarding Avalon's and BCG's expectations with respect to future performance and anticipated financial impacts of the Mergers, the satisfaction of the closing conditions to the Mergers, and the timing of the completion of the Mergers. Such forward-looking statements are subject to risks, uncertainties (some of which are beyond the control of BCG and/or Avalon), and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Avalon and its management, and BCG and its general partner and management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, without limitation: (1) the occurrence of any event, change, or other circumstances that could give rise to the termination of the definitive agreements respecting the Mergers; (2) the outcome of any legal proceedings that may be instituted against Avalon, BCG, or others following the announcement of the Mergers; (3) the inability to complete the Mergers due to the failure to obtain approval of the stockholders of Avalon or the SEC's declaration of the effectiveness of the prospectus/proxy statement to be filed by BCG and Avalon or to satisfy other conditions to closing; (4) changes to the proposed structure of the Mergers that may be required or appropriate as a result of applicable laws or regulations; (5) the ability of the Company to meet applicable listing standards following the consummation of the Mergers; (6) the risk that the Mergers disrupt current plans and operations of BCG as a result of the announcement and consummation of the Mergers; (7) the ability to recognize the anticipated benefits of the Mergers, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers, and retain its management and key employees; (8) costs related to the Mergers; (9) changes in applicable laws or regulations; (10) the possibility that BCG may be adversely affected by other economic, business, and/or competitive factors; (11) the impact of the COVID-19 pandemic on BCG's business and/or the ability of the parties to complete the Mergers; (12) the amount of redemption requests made by Avalon's stockholders; (13) the ability of Avalon or BCG to issue equity or equity-linked securities or obtain debt financing in connection with the Mergers or in the future and (14) other risks and uncertainties set forth in the section entitled "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" in Avalon's prospectus dated October 5, 2021 and filed with the SEC on October 7, 2021 and Avalon's other filings with the SEC, as well as any further risks and uncertainties to be contained in the proxy statement/prospectus filed after the date hereof. In addition, there may be additional risks that neither BCG or Avalon presently know, or that BCG or Avalon currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Except as may be required by law, neither Avalon nor BCG undertakes any duty to update these forward-looking statements.





No Offer or Solicitation

This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.                                 Exhibit
2.1*            Business Combination Agreement, dated as of September 21, 2022, by
              and among Avalon Acquisition, Inc., The Beneficient Company Group,
              L.P., Beneficient Merger Sub I, Inc., and Beneficient Merger Sub II,
              LLC.
10.1            Form of Amendment to Letter Agreement of October 5, 2021, dated as
              of September 21, 2022, to be executed by and among the Company,
              Avalon Acquisition, Inc. and certain Sponsor Persons.
10.2            Founder Voting and Support Agreement, dated as of September 21,
              2022, by and among The Beneficient Company Group, L.P., Avalon and
              certain holders named therein.
99.1            Sponsor Lock-Up Agreement, dated as of September 21, 2022, by and
              between The Beneficient Company Group, L.P. and Sponsor.
99.2            Sponsor Voting and Support Agreement, dated as of September 21,
              2022, by and between The Beneficient Company Group, L.P. and
              Sponsor.
99.3            Press Release, dated September 21, 2022.
99.4            Investor Presentation.
104           Cover Page Interactive Data File.

* Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

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