Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
holding | AVACU | Class B common stock | Oct 5, 2021 | Class A common stock | 5.03M | See Footnote | F1, F2, F3, F4 |
Id | Content |
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F1 | As described in the Issuer's registration statement on Form S-1 (File No. 333- 253654) under the heading "Description of Securities-Founder Shares," the shares of Class B common stock, par value $0.0001 per share (the "Class B Shares") of Avalon Acquisition Inc. (the "Issuer") will automatically convert into shares of Class A common stock, par value $0.0001 per share (the "Class A Shares") of the Issuer, at the time of the Issuer's initial business combination on a one-for-one basis, subject to certain adjustment, and have no expiration date. |
F2 | Avalon Acquisition Holdings LLC (the "Sponsor") owns 5,025,000 Class B Shares, which includes up to 675,000 shares of Class B common stock that are subject to forfeiture depending on the extent to which the underwriter's over-allotment option is exercised. Such Class B Shares have no expiration date and are convertible into Class A Shares as described under the heading "Description of Securities-Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333- 253654). |
F3 | Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities in excess of his pecuniary interest. |
F4 | Donald H. Putnam is the co-managing member of the Sponsor and has shared voting and dispositive power over the founder shares owned by the Sponsor. Donald H. Putnam is the Executive Chairman of the Issuer. As a result of the foregoing, Donald H. Putnam may be deemed to beneficially own the shares held by the Sponsor. Donald H. Putnam disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein. |