Current Report Filing (8-k)
04 December 2021 - 9:22AM
Edgar (US Regulatory)
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2021-12-02
2021-12-02
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2021-12-02
2021-12-02
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AVACU:ClassCommonStockParValue0.0001PerShareMember
2021-12-02
2021-12-02
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AVACU:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50PerWholeShareMember
2021-12-02
2021-12-02
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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): December 2, 2021
Avalon
Acquisition Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-40872
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85-3451075
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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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
Not
Applicable
(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:
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☐
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered
pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbols
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Name
of each exchange on
which registered
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Units, each consisting of
one share of Class A common stock, par value $0.0001 per share and three-fourths one redeemable warrant
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AVACU
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The Nasdaq Stock Market
LLC
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Class A common stock, par
value $0.0001 per share
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AVAC
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The Nasdaq Stock Market
LLC
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Redeemable warrants, each
whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per whole share
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AVACW
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The Nasdaq Stock Market
LLC
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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 8.01. Other Events.
On December 2, 2021, Avalon
Acquisition Inc. (the “Company”) issued a press release, a copy of which
is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that holders of the Company’s public units (the “Units”)
sold in the Company’s initial public offering of 20,700,000 Units, which included 2,700,000 Units issued pursuant to the exercise
in full of the Underwriter’s over-allotment option, may elect to separately trade the shares of Class A common stock, par value
$0.0001 (the “Class A Common Stock”) and warrants (the “Warrants”)
included in the Units commencing December 3, 2021. Each Unit consists of one share of Class A Common Stock and three-fourths of one redeemable
Warrant. Those Units not separated will continue to trade on the Nasdaq Global Market under the symbol “AVACU”. The
Class A Common Stock and the Warrants will trade on Nasdaq Global Market under the symbols “AVAC” and “AVACW”,
respectively. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of
the Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent,
in order to separate the Units into shares of Class A Common Stock and Warrants.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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.
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AVALON ACQUISITION INC.
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By:
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/s/ S. Craig Cognetti
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Name:
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S. Craig Cognetti
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Title:
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Chief Executive Officer
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Dated: December 3, 2021
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