UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
AVALON ACQUISITION INC.
| (Name of Issuer) |
|
Class A Common Stock, par value $0.0001 per share |
| (Title of Class of Securities) |
05338E101 |
| (CUSIP Number) |
|
|
| December 31, 2022 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
o Rule 13d-1(c)
o Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
CUSIP No. 05338E101
|
SCHEDULE 13G
|
Page 2
of 14 Pages
|
|
1
|
NAME OF REPORTING PERSONS
Lighthouse Investment Partners, LLC
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
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||
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3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
1,064,119
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
1,064,119
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.14%
|
|||
|
12
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TYPE OF REPORTING PERSON
IA
|
|||
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CUSIP No. 05338E101
|
SCHEDULE 13G
|
Page
3 of 14 Pages
|
|
1
|
NAME OF REPORTING PERSONS
MAP 136 Segregated Portfolio, a segregated portfolio of LMA SPC
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
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||
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3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
1,064,119
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
1,064,119
|
|||
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.14%
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|||
|
12
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TYPE OF REPORTING PERSON
FI
|
|||
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CUSIP No. 05338E101
|
SCHEDULE 13G
|
Page 4
of 14 Pages
|
|
1
|
NAME OF REPORTING PERSONS
MAP 214 Segregated Portfolio, a segregated portfolio of LMA SPC
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
1,064,119
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
1,064,119
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.14%
|
|||
|
12
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TYPE OF REPORTING PERSON
FI
|
|||
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CUSIP No. 05338E101
|
SCHEDULE 13G
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Page 5
of 14 Pages
|
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1
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NAME OF REPORTING PERSONS
LHP Ireland Fund Management Limited
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Ireland
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
1,064,119
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
1,064,119
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.14%
|
|||
|
12
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TYPE OF REPORTING PERSON
FI
|
|||
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CUSIP No. 05338E101
|
SCHEDULE 13G
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Page 6
of 14 Pages
|
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1
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NAME OF REPORTING PERSONS
MAP 501, a sub-trust of LMA Ireland
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Ireland
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
1,064,119
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
1,064,119
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.14%
|
|||
|
12
|
TYPE OF REPORTING PERSON
FI
|
|||
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CUSIP No. 05338E101
|
SCHEDULE 13G
|
Page 7
of 14 Pages
|
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1
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NAME OF REPORTING PERSONS
LMAP 909, a sub-fund of LMAP Ireland ICAV
|
|||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Ireland
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
1,064,119
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
1,064,119
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.14%
|
|||
|
12
|
TYPE OF REPORTING PERSON
FI
|
|||
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CUSIP No. 05338E101
|
SCHEDULE 13G
|
Page 8
of 14 Pages
|
|
1
|
NAME OF REPORTING PERSONS
LMAP 910, a sub-fund of LMAP Ireland ICAV
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Ireland
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
1,064,119
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
1,064,119
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.14%
|
|||
|
12
|
TYPE OF REPORTING PERSON
FI
|
|||
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CUSIP No. G0230C124
|
SCHEDULE 13G
|
Page 9
of 14 Pages
|
|
1
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NAME OF REPORTING PERSONS
Shaolin Capital Partners SP, a segregated portfolio of PC MAP SPC
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
1,064,119
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
1,064,119
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.14%
|
|||
|
12
|
TYPE OF REPORTING PERSON
FI
|
|||
|
CUSIP
No. 05338E101
|
SCHEDULE 13G
|
Page 10
of 14 Pages
|
| Item 1. | (a) Name of Issuer |
AVALON ACQUISITION INC.
| Item 1. | (b) Address of Issuer’s Principal Executive Offices |
2 Embarcadero Center, 8th Floor
San Francisco, CA 94111
| Item 2. | (a) Name of Person Filing: |
This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”)
i) Lighthouse Investment Partners, LLC (“Lighthouse”)
ii) MAP 136 Segregated Portfolio, a segregated portfolio of LMA SPC (“MAP 136”)
iii) MAP 214 Segregated Portfolio, a segregated portfolio of LMA SPC (“MAP 214”)
iv) LHP Ireland Fund Management Limited (“LHP Ireland”)
v) MAP 501, a sub-trust of LMA Ireland (“MAP 501”)
vi) LMAP 909, a sub-fund of LMAP Ireland ICAV (“LMAP 909”)
vii) LMAP 910, a sub-fund of LMAP Ireland ICAV (“LMAP 910”)
viii) Shaolin Capital Partners SP, a segregated portfolio of PC MAP SPC (“Shaolin“)
This Statement relates to the Issuers shares of common stock (“Shares”) directly beneficially owned by MAP 136, MAP 214, and Shaolin. Lighthouse serves as the investment manager of MAP 136, MAP 214, and Shaolin. LHP Ireland serves as the manager to MAP 501, LMAP 909, LMAP 910. Because Lighthouse and LHP Ireland may be deemed to control MAP 136, MAP 214, MAP 501, LMAP 909, LMAP 910, and Shaolin, as applicable, Lighthouse and LHP Ireland may be deemed to beneficially own, and to have the power to vote or direct the vote of, and the power to direct the disposition of the Issuer’s Shares reported herein.
| Address of Principal Business Office: |
3801 PGA Boulevard, Suite 500, Palm Beach Gardens, FL 33410
32 Molesworth Street, Dublin, D02 Y512, Ireland
| Citizenship: |
Each of MAP 214 and MAP 136 are segregated portfolios of LMA SPC, a Cayman Islands segregated portfolio company. MAP 501 is a sub-trust of an Ireland umbrella unit trust. Each of LMAP 909 and LMAP 910 are sub-funds of an Irish collective asset-management vehicle. Lighthouse is a Delaware limited liability company. LHP Ireland is an Ireland limited company. Shaolin is a segregated portfolio of PC MAP SPC, a Cayman Islands segregated portfolio company.
| Item 2. | (d) Title of Class of Securities |
Class A Common Stock, par value $0.0001 per share
| Item 2. | (e) CUSIP No.: |
05338E101
|
CUSIP No. 05338E101
|
SCHEDULE 13G
|
Page 11
of 14 Pages
|
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | x | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
|
CUSIP
No. 05338E101
|
SCHEDULE 13G
|
Page
12 of 14 Pages
|
Item 4. Ownership
| (a) | Amount Beneficially Owned: As of December 31, 2022, each of the Reporting Persons may be deemed the beneficial owner of 1,064,119 Shares. |
| (b) | Percent of Class: As of December 31, 2022, each of the Reporting Persons may be deemed the beneficial owner of approximately 5.14% of Shares outstanding. |
| (c) | Number of shares to which the person has: |
| (i) | Sole power to vote or to direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 1,064,119. |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of 1,064,119. |
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
|
CUSIP No. 05338E101
|
SCHEDULE 13G
|
Page
13 of 14 Pages
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2023
Lighthouse Investment Partners, LLC | |||
| By: | /s/ Robert P. Swan | ||
| Robert P. Swan, Vice President | |||
MAP 136 Segregated Portfolio, a segregated portfolio of LMA SPC | |||
| By: | /s/ Robert P. Swan | ||
| Robert P. Swan, Director | |||
MAP 214 Segregated Portfolio, a segregated portfolio of LMA SPC | |||
| By: | /s/ Robert P. Swan | ||
| Robert P. Swan, Director | |||
LHP Ireland Fund Management Limited | |||
| By: | /s/ Robert P. Swan | ||
| Robert P. Swan, Director | |||
MAP 501, a sub-trust of LMA Ireland | |||
| By: | /s/ Robert P. Swan | ||
| Robert P. Swan, Director | |||
LMAP 909, a sub-fund of LMAP Ireland ICAV | |||
| By: | /s/ Robert P. Swan | ||
| Robert P. Swan, Director | |||
LMAP 910, a sub-fund of LMAP Ireland ICAV | |||
| By: | /s/ Robert P. Swan | ||
| Robert P. Swan, Director | |||
Shaolin Capital Partners SP, a segregated portfolio of PC MAP SPC | |||
| By: | /s/ Robert P. Swan | ||
| Robert P. Swan, Vice President of Platform Service Provider | |||
|
CUSIP No. 05338E101
|
SCHEDULE 13G
|
Page 14
of 14 Pages
|
Exhibit I
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on SCHEDULE 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on SCHEDULE 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: February 14, 2023
Lighthouse Investment Partners, LLC | |||
| By: | /s/ Robert P. Swan | ||
| Robert P. Swan, Vice President | |||
MAP 136 Segregated Portfolio, a segregated portfolio of LMA SPC | |||
| By: | /s/ Robert P. Swan | ||
| Robert P. Swan, Director | |||
MAP 214 Segregated Portfolio, a segregated portfolio of LMA SPC | |||
| By: | /s/ Robert P. Swan | ||
| Robert P. Swan, Director | |||
LHP Ireland Fund Management Limited | |||
| By: | /s/ Robert P. Swan | ||
| Robert P. Swan, Director | |||
MAP 501, a sub-trust of LMA Ireland | |||
| By: | /s/ Robert P. Swan | ||
| Robert P. Swan, Director | |||
LMAP 909, a sub-fund of LMAP Ireland ICAV | |||
| By: | /s/ Robert P. Swan | ||
| Robert P. Swan, Director | |||
LMAP 910, a sub-fund of LMAP Ireland ICAV | |||
| By: | /s/ Robert P. Swan | ||
| Robert P. Swan, Director | |||
Shaolin Capital Partners SP, a segregated portfolio of PC MAP SPC | |||
| By: | /s/ Robert P. Swan | ||
| Robert P. Swan, Vice President of Platform Service Provider | |||