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): May 20, 2022
Avalon Acquisition Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40872 | 85-3451075 |
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
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
N/A
(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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbols | | Name of each exchange on
which registered |
| | | | | |
| Units, each consisting of one share of Class A common stock, par value $0.0001 per share and three-fourths one redeemable warrant | | AVACU | | The Nasdaq Stock Market LLC |
| | | | | |
| Class A common stock, par value $0.0001 per share | | AVAC | | The Nasdaq Stock Market LLC |
| | | | | |
| Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per whole share | | AVACW | | The Nasdaq Stock Market LLC |
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On May 20, 2022, Mr. Steven Gluckstern informed Avalon Acquisition Inc. (the “Company”) that due to personal health-related reasons, he would resign as a director of the Company and as a member of each committee of the board of directors on which he serves, effective as of May 20, 2022. The nominating committee of the Company’s board of directors is currently searching for Mr. Gluckstern’s replacement.
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.
| | AVALON ACQUISITION INC. |
| | | |
| | By: | /s/ S. Craig Cognetti |
| | | Name: | S. Craig Cognetti |
| | | Title: | Chief Executive Officer |
| | | | |
| Dated: May 26, 2022 | | | |
