{"url_path":"/sec/avat/8-k/2026-06-17/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-17","source_url":"https://www.sec.gov/Archives/edgar/data/2092446/0001104659-26-075150-index.html","accession_number":"0001104659-26-075150","cik":"0002092446","ticker":"AVAT","issuer_name":"Avalanche Treasury Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/2092446/0001104659-26-075150-index.html","primary_entity_key":"0002092446","primary_entity_name":"Avalanche Treasury Corp"},"word_count":2543,"has_tables":true,"body_markdown":"8-K\n1\ntm2615904d7_8k.htm\nFORM 8-K\n\n**UNITED\nSTATES\nSECURITIES AND EXCHANGE COMMISSION****Washington, D.C. 20549**\n\n**FORM 8-K**\n\n**CURRENT REPORT**\n\n**PURSUANT TO SECTION 13 OR 15(d)\nOF THE SECURITIES EXCHANGE ACT OF 1934**\n\n**Date of Report (Date of earliest event reported):\nJune 17, 2026 (June 11, 2026)**\n\n**Avalanche Treasury Corporation**\n\n(Exact name of registrant as specified in its charter)\n\n**Delaware**\n\n**001-43345**\n\n**39-4863126**\n\n(State or other jurisdiction\n\nof incorporation)\n\n(Commission\n\nFile Number)\n\n(I.R.S. Employer\n\nIdentification Number)\n\n**11 W. 42nd\nStreet 2nd Floor**\n\n**New\nYork, NY 10036**(Address of principal executive offices, including zip code)\n\nRegistrant’s\ntelephone number, including area code: **(332) 240-1155**\n\n**Not\nApplicable**(Former name or former address, if changed since last report)\n\nCheck the appropriate box below if the Form 8-K\nfiling is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:\n\n¨\nWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)\n\n¨\nSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)\n\n¨\nPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))\n\n¨\nPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))\n\nSecurities registered pursuant to Section 12(b) of\nthe Act:\n\n**Title of each class**\n\n**Trading\nSymbol(s)**\n\n**Name of each exchange on which\nregistered**\n\nClass A common stock, par value $0.01 per share\n\nAVAT\n\nThe Nasdaq Stock Market LLC\n\nIndicate by check mark whether the registrant\nis an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2\nof the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).\n\nEmerging\ngrowth company x\n\nIf\nan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying\nwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨\n\n**Introductory Note**\n\nTerms\nused in this Current Report on Form 8-K (this “**Report**”) but not defined herein, or for which definitions\nare not otherwise incorporated by reference herein, shall have the meaning given to such terms in the definitive proxy statement/prospectus\n(as supplemented or amended, the “**Proxy Statement/Prospectus**”), filed pursuant to Rule 424(b)(3) with the Securities and Exchange Commission (the “**SEC**”) on May 14, 2026 by Avalanche Treasury Corporation (“**Pubco**”),\nand which forms a part of the Registration Statement on Form S-4 (Registration No. 333-294684).\n\n**The Business Combination**\n\nOn June 11, 2026 (the\n“**Closing Date**”), Pubco consummated its previously announced business combination (the “**Closing**”)\npursuant to that certain Business Combination Agreement, dated October 1, 2025 (as amended, modified, supplemented modified and/or\nrestated from time to time, the “**Business Combination Agreement**”), by and among Pubco, Mountain Lake Acquisition Corp.,\nat that time a Cayman Islands exempted company (“**MLAC**”), Avalanche SPAC Merger Sub LLC, a Delaware limited liability\ncompany (“**MLAC Merger Sub**”), Avalanche Company Merger Sub LLC, a Delaware limited liability company (“**Company\nMerger Sub**”, and together with MLAC Merger Sub, the “**Pubco Subsidiaries**”), Avalanche Treasury Company LLC,\na Delaware limited liability company (the “**Company**” or “**AVAT**”), Dragonfly Digital Management, LLC,\na Delaware limited liability company (“**Seller**”) , Dragonfly Ventures L.P., a Cayman Islands exempted limited partnership\n(“**DV**”), Dragonfly Ventures II, L.P., a Cayman Islands exempted limited partnership (“**DV II**” and,\nDV II together with DV, the “**Funds**” or “**DVs**” and, the DVs together with the Seller, the “**Seller\nRelated Parties**”) and Astral Horizon, L.P., a Delaware limited partnership (“**Astral**”). On January 13,\n2026 and on March 17, 2026, MLAC, Pubco, the Pubco Subsidiaries, the Company, the Seller Related Parties and Astral entered into\ncertain amendments to the Business Combination Agreement, effective as of October 1, 2025.\n\nPursuant to the terms of\nthe Business Combination Agreement and as described in the sections titled “*The Business Combination Proposal*”\nand “*The Domestication and Organizational Documents Proposal*” of the Proxy Statement/Prospectus, immediately\nprior to the Closing on June 11, 2026, MLAC effected a domestication under Section 388 of the General Corporation Law of\nthe State of Delaware (the “**DGCL**”) and Section 206 of the Cayman Act (the\n“**Domestication**”), pursuant to which MLAC transferred by way of continuation to and became a Delaware corporation.\nOn June 11, 2026, two hours after the Domestication, MLAC Merger Sub merged with and into MLAC in accordance with the applicable\nprovisions of the DGCL and Limited Liability Company Act of the State of Delaware (the “**DLLCA**”), with MLAC\ncontinuing as the surviving company and a wholly-owned subsidiary of Pubco (the “**MLAC Merger**”) and with MLAC\nShareholders receiving one share of non-voting Class A common stock, par value $0.01 per share, of Pubco (“**Pubco\nClass A Stock**”) for each Class A ordinary share, par value $0.0001 per share, of MLAC (the “**MLAC\nClass A Ordinary Shares**”) or Class B ordinary share, par value $0.0001 per share, of MLAC (the “**MLAC\nClass B Ordinary Shares**”) held by such shareholder, and with each holder of a right to receive one-tenth (1/10th) of\nan MLAC Class A Ordinary Share (an “**MLAC Right**”) receiving one share of Pubco Class A Stock in exchange\nfor every ten (10) MLAC Rights held by such holder.\n\nAt the Company Merger\nEffective Time, Company Merger Sub merged with and into the Company in accordance with the applicable provisions of the DLLCA, with\nthe Company continuing as the surviving company (the “**Company Merger**” and, together with the MLAC Merger, the\n“**Mergers**” and, together with the other transactions contemplated by the Business Combination Agreement, the\n“**Transactions**”), and with (i) each Company Member other than the Seller Related Parties receiving one share\nof Pubco Class A Stock for each Company Unit held immediately prior to the effective time of the Company Merger, (ii) each\nSeller Related Parties receiving one share of Pubco Class A Stock and one share of Pubco Class B common stock, par value\n$0.01 per share (“**Pubco Class B Stock**” and, together with the Pubco Class A Stock, the “**Pubco\nStock**”), for each Company Unit held, and (iii) Astral receiving 4,000,000 shares of Pubco Class A Stock\nas additional consideration (the “**Additional Merger Consideration Shares**”), out of which 2,000,000 shares of Pubco\nClass A Stock (the “**Astral Earnout Shares**”) issued and placed into an escrow account held with Continental Stock Transfer\n& Trust Company (the “**Escrow Agent**”) (the “**Astral Escrow Account**”) at the Company Merger Effective\nTime and the remaining 2,000,000 shares of Pubco Class A Stock (the “**Astral Post-Closing Shares**”) will be issued and\nplaced into Astral’s securities account on the 30th day after Closing.\n\n**Company Unit Subscription**\n\nConcurrently with the signing\nof the Business Combination Agreement, Pubco, the Company and MLAC entered into the Company Unit Subscription Agreements with the Company\nUnit Investors, pursuant to which the Company Unit Investors agreed to purchase, payable in cash, USDC or AVAX (or a combination of cash,\nUSDC and/or AVAX), and the Company agreed to issue and sell, approximately $216 million worth of Company Class A units (the “**Company\nUnits**”) at a price of $10.00 per Company Unit, in a private placement, upon the terms and subject to the conditions set forth\ntherein (the “**Company Unit Investment**”). Company Unit Investors received a number of Company Units equal to, (a) if\nthe Company Unit Investor elected to purchase Company Units by contributing AVAX, the stated AVAX amount multiplied by the applicable\nsigning AVAX price, or, (b) if the Company Unit Investor elected to purchase the Company Units by contributing cash or USDC, the\nstated dollar amount or the stated USDC amount (as applicable), in each case divided by $10.00 (the “**Per Unit Price**”).\nAt the Company Merger Effective Time, each Company Unit held by Company Unit Investors converted automatically into one share of\nPubco Class A Stock, for a total of 21,855,658 shares of Pubco Class A Stock.\n\n2\n\n**Contribution Agreement and Token Sale Agreement**\n\nConcurrently with the\nexecution of the Business Combination Agreement, Seller, Company, Pubco, Avalanche (BVI), Inc., a company incorporated in the\nBritish Virgin Islands (“**Avalanche BVI**”) and Avalanche Cayman, a Cayman Islands exempted company\n(“**Avalanche Cayman**” and together with Avalanche BVI, the “**Foundation**”) entered into an asset\npurchase and contribution agreement (the “**Contribution Agreement**”), pursuant to which, on the date of the\nBusiness Combination Agreement: (a) the Foundation agreed to sell a minimum of $200 million of AVAX tokens on a\npre-discount basis to Company on the terms and subject to the conditions set forth in a Token Sale Agreement (the\n“**TSA**”) by and between Company and the Foundation (the “**Foundation Transaction**”) in exchange\nfor 3,000,000 shares of Pubco Class A Stock issued at Closing, and (b) Seller agreed to contribute, directly and\nindirectly through the Funds and together with other Seller controlled vehicles (the “**Seller Related Parties**”),\n1,960,040 AVAX in exchange for 5,805,639 Company Units at the Per Unit Price, with an approximate value of $58 million (the\n“**Dragonfly Contribution**”).\n\n**Astral Additional Merger Consideration Shares**\n\nOn the Closing Date, the\n2,000,000 Pubco Class A Stock Astral Earnout Shares were issued to Astral of the 4,000,000 Pubco Class A Stock Additional Merger\nConsideration Shares, and were deposited into the Astral Escrow Account to be released in tranches, all as provided in the Business Combination\nAgreement and the Astral Escrow Agreement. Unless released earlier, in accordance with the Astral Escrow Agreement and Business Combination\nAgreement, the Astral Earnout Shares will be held in escrow for a period commencing on the Closing Date and ending on fifth (5th) anniversary\nof the Closing Date (such period, the “**Escrow Period**”). The Astral Earnout Shares, together with any shares received\nupon equitable adjustment of the Astral Earnout Shares, will vest and be released from the Astral Escrow Account to Astral, in the amounts\nspecified below, upon Pubco meeting the following price milestones: (i) on the last day of any twenty (20) consecutive trading day\nperiod after the Closing Date in which the VWAP of the Pubco Class A Stock is greater than or equal to $13.00 per share, 666,667\nshares of Pubco Class A Stock (“**Triggering Event I**”); (ii) on the last day of any twenty (20) consecutive\ntrading day period after the Closing Date in which the VWAP of the Pubco Class A Stock is greater than or equal to $15.00 per share,\n666,667 shares of Pubco Class A Stock (“**Triggering Event II**”); and (iii) on the last day of any twenty (20)\nconsecutive trading day period after the Closing Date in which the VWAP of the Pubco Class A Stock is greater than or equal to $17.00\nper share, 666,666 shares of Pubco Class A Stock (“**Triggering Event III**” together the “**Triggering Events**”\nand each a “**Triggering Event**”).\n\nThe other 2,000,000 Pubco\nClass A Stock Astral Post-Closing Shares to be issued to Astral as part of the Additional Merger Consideration Shares will be issued\nto Astral on the thirtieth calendar day following the Closing Date.\n\n**Sponsor Earnout Shares**\n\nPursuant to that certain Sponsor\nSupport Agreement, dated October 1, 2025, entered into by and among Pubco, the Sponsor and MLAC (the “**Sponsor Support Agreement**”),\nand certain joinders to the Sponsor Support Agreement, dated June 3, 2026, entered into by and among Pubco, the Sponsor and each of the\nSponsor and certain MLAC shareholders agreed to effect certain security cancellations and to deposit certain Pubco Class A Stock\nissued to it at Closing into escrow in connection with the Closing. Specifically, immediately prior to the MLAC Merger Effective Time,\nthe Sponsor and certain MLAC shareholders delivered to MLAC for cancellation, 495,000 MLAC private placement shares and 4,387,500\nMLAC Class B Ordinary Shares. An aggregate of 1,600,000 Pubco Class A Stock (the “**Sponsor Earnout Shares**”) were deposited\ninto an escrow account with Continental Stock Transfer and Trust Company to be released in tranches as provided in the Sponsor Support\nAgreement. The Sponsor and certain MLAC shareholders agreed that all of the Sponsor Earnout Shares, together with any shares received\nupon equitable adjustment of the Sponsor Earnout Shares, shall be subject to potential transfer to Pubco (the “**Sponsor Transfer**”)\nat the end of the Escrow Period in the event that not all of the Triggering Events are achieved. The Sponsor Earnout Shares shall vest,\nno longer be subject to the Sponsor Transfer and shall be released from the escrow account to the Sponsor, in the amounts specified below,\nupon Pubco meeting the price milestones specified here: (i) upon the occurrence of Triggering Event I, 533,333 Sponsor Earnout Shares\nshall be released from the escrow account to the Sponsor; (ii) upon the occurrence of Triggering Event II, 533,333 Sponsor Earnout\nShares shall be released from the escrow account to the Sponsor; and (iii) upon the occurrence of Triggering Event III, 533,334 Sponsor\nEarnout Shares shall be released from the escrow account to the Sponsor. Pursuant to that certain Sponsor Escrow Agreement, dated June\n11, 2026, entered into by and among Pubco, the Seller, the Escrow Agent and Paul Grinberg and Doug Horlick, as the representatives of\nthe recipients (the “**Sponsor Transferees**”) of the Sponsor Earnout Shares (the “**Sponsor Escrow Agreement**”),\neach of Paul Grinberg and Doug Horlick will issue joint instructions with Pubco and the Seller to release the Sponsor Earnout Shares to\nthe Sponsor Transferees upon the price milestones being met. Paul Grinberg and Doug Horlick were appointed to act as representatives\nof the Sponsor Transferees under the Sponsor Escrow Agreement pursuant to that certain Letter Agreement, dated June 1, 2026, among the\nSponsor, Paul Grinberg and Doug Horlick and the Sponsor Transferees.\n\n3\n\n**Redemption**\n\nIn connection with the closing\nof the Business Combination, holders of 22,846,470 MLAC Class A Ordinary Shares sold in MLAC’s initial public offering properly\nexercised their right to have their shares redeemed for a pro rata portion of the trust account holding the proceeds from MLAC’s\ninitial public offering, and on June 11, 2026, prior to the Closing, MLAC redeemed 22,846,470 Class A ordinary shares for approximately\n$10.62 per share (the “**Public Share Redemptions**”). As a result, on June 11, 2026, after giving effect to the Public\nShare Redemptions and before paying expenses, there was $1,634,507 remaining in the trust account.\n\nAs of the Closing Date, following\nthe Public Share Redemptions and the consummation of the Business Combination, there were (i) 37,914,826 shares of Pubco Class A\nStock issued and outstanding and 5,805,639 shares of Pubco Class B Stock issued and outstanding. Pubco Class A Stock commenced\ntrading on The Nasdaq Capital Market (“**Nasdaq**”) under the symbol “AVAT” on June 11, 2026.\n\nA description of the Business\nCombination and the terms of the Business Combination Agreement, Company Unit Subscription Agreements, Contribution Agreement and TSA\nare included in the Proxy Statement/Prospectus in the section entitled “*The Business Combination Proposal*” beginning\non page 112.\n\nThe foregoing descriptions\nof the Business Combination, the Company Unit Investment, the Foundation Transaction and the Dragonfly Contribution do not purport to\nbe complete and are qualified in their entirety by the full text of the Business Combination Agreement, including the first amendment\nto the Business Combination Agreement dated as of January 13, 2026 and the second amendment to the Business Combination Agreement\ndated as of March 17, 2026, the form of LLC Subscription Agreement, the Asset Purchase and Contribution Agreement and the TSA copies\nof which are filed hereto as Exhibits 2.1, 2.2, 2.3, 10.6, 10.7 and 10.8, respectively, and are incorporated herein by reference."}