S. Craig Cognetti - Oct 5, 2021 Form 3 Insider Report for Avalon Acquisition Inc. (AVACU)

Role: Chief Executive Officer, Director, 10%+ Owner
Signature: /s/ S. Craig Cognetti
Stock symbol: AVACU
Transactions as of: Oct 5, 2021
Transactions value $: $0
Form type: 3
Date filed: 10/14/2021, 07:39 PM

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

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

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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	S. Craig Cognetti is the co-managing member of the Sponsor and has shared voting and dispositive power over the founder shares owned by the Sponsor. S. Craig Cognetti is the Chief Executive Officer of the Issuer. As a result of the foregoing, S. Craig Cognetti may be deemed to beneficially own the shares held by the Sponsor. S. Craig Cognetti disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.