{"url_path":"/sec/avat/8-k/2026-06-17/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 (f) of","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":2769,"has_tables":true,"body_markdown":"Item 2.01(f) of\nForm 8-K states that if the predecessor registrant was a “shell company” (as such term is defined in Rule 12b-2 under\nthe Securities Exchange Act of 1934, as amended (the “**Exchange Act**”)), as MLAC was immediately before the Business\nCombination, then the registrant must disclose the information that would be required if the registrant were filing a general form for\nregistration of securities on Form 10. Accordingly, Pubco is providing the information below that would be included in a Form 10.\nPlease note that unless otherwise specifically indicated or the context otherwise requires, the information provided below relates to\nPubco as the combined company following the Business Combination.\n\n**Forward-Looking Statements**\n\nCertain statements contained\nin this Current Report on Form 8-K may constitute “forward-looking statements” within the meaning of the Private Securities\nLitigation Reform Act of 1995, Section 27A of the Securities Act, and Rule 175 promulgated thereunder, and Section 21E\nof the Exchange Act, as amended, and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties.\n\n5\n\nExamples of forward-looking\nstatements include, but are not limited to, statements with respect to the expectations, hopes, beliefs, intentions, plans, prospects,\nfinancial results or strategies regarding Pubco, statements regarding the plans and use of proceeds, future financial condition of Pubco\nand performance and expected financial impacts of the Business Combination on Pubco’s business, and Pubco’s expectations,\nintentions, strategies, assumptions or beliefs about future events, results of operations or performance that do not solely relate to\nhistorical or current facts. These forward-looking statements generally are identified by the words “believe,” “project,”\n“expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,”\n“opportunity,” “potential,” “plan,” “may,” “should,” “will,” “would,”\n“will be,” “will continue,” “will likely result” and similar expressions. Forward-looking statements\nare based on assumptions as of the time they are made and are subject to risks, uncertainties and other factors that are difficult to\npredict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from\nanticipated results expressed or implied by such forward-looking statements. Such risks, uncertainties and assumptions, include, but are\nnot limited to:\n\n·the failure to realize the anticipated benefits of the Business Combination and any transactions contemplated\nthereby;\n\n·the outcome of any potential legal proceedings that may be instituted against AVAT, Pubco, MLAC or others\nfollowing Closing of the Business Combination;\n\n·the failure of Pubco to maintain the listing of its securities on Nasdaq;\n\n·ongoing costs related to the Business Combination and as a result of Pubco becoming a public company;\n\n·changes in business, market, financial, political and regulatory conditions;\n\n·the ability of Pubco to grow and manage growth profitably;\n\n·risks relating to Pubco’s anticipated operations and business, including the success of any future\nacquisitions;\n\n·Pubco’s ability to retain its management and key employees;\n\n·the risk that issuances of equity or debt securities, including issuances of equity securities in connection\nwith Pubco’s acquisition strategy, may adversely affect the value of Pubco’s common stock and dilute its stockholders;\n\n·the risk that Pubco experiences difficulties managing its growth and expanding operations following the\nClosing of the Business Combination;\n\n·the price and volatility of AVAX;\n\n·AVAX’s prominence as a digital asset and Avalanche’s ability to serve as part of a new financial\nsystem;\n\n·the ability to develop and maintain effective internal controls and procedures or correct the previously\nidentified material weaknesses;\n\n·the macro and political conditions surrounding AVAX, Avalanche and digital assets generally;\n\n·the planned business strategy, including Pubco’s ability to raise capital to continue to acquire\nadditional AVAX, to secure participation and contribution from AVAX holders through in-kind investments, to successfully deploy and apply\nfinancial trading strategies or risk-management techniques in its active management of its AVAX holdings;\n\n·generation of AVAX yield through the delegation or staking of AVAX to validators and the deployment of\nAVAX, digital assets or fiat to traders, market makers, asset managers and other crypto market participants to with the goal of adopting\nconservative approaches focused on preservation and consistent returns;\n\n6\n\n·potential growth avenues organically through (i) expanding the talent base, potential product offering\nand partnerships, and (ii) inorganically through selective minority investments, joint ventures and acquisitions where AVAT believes\nsuch transactions have the potential to accelerate the expansion of Avalanche-related capabilities and AVAX accumulation;\n\n·Pubco’s ability to provide its shareholders with differentiated AVAX exposure, including plans and\nuse of proceeds as well as any potential future capital raises; and\n\n·other risks and uncertainties described in this Current Report on Form 8-K, including those under\nthe section entitled “*Risk Factors*.”\n\nThere may be other risks not\npresently known to Pubco or that Pubco presently believes are not material that could also cause actual results to differ materially.\nAnalysis and opinions contained in this Report may be based on assumptions that, if altered, can change the analysis or opinions expressed.\nIn light of the significant uncertainties inherent in the forward-looking statements included in this Report, the inclusion of such forward-looking\nstatements should not be regarded as a representation by Pubco that the objectives and plans set forth in this Report will be achieved,\nand you are cautioned not to place substantial weight or undue reliance on these forward-looking statements. These forward-looking statements\nspeak only as of the date they are made and Pubco disclaims any obligation, except as required by law, to update or revise forward-looking\nstatements, whether as a result of new information, future events or otherwise.\n\n**Business**\n\nThe business of Pubco is described\nin the Proxy Statement/Prospectus in the section titled “*Information Related to AVAT*” on page 207, and such information\nis incorporated herein by reference.\n\n**Risk Factors**\n\nThe risks associated with\nPubco are described in the Proxy Statement/Prospectus in the section titled “*Risk Factors*” beginning on page 40\nof the Proxy Statement/Prospectus, which is incorporated herein by reference.\n\n**Financial Information**\n\nThe audited consolidated financial\nstatements of Avalanche Treasury Company, LLC as of December 31, 2025 and for the period from August 20, 2025 (inception) to\nDecember 31, 2025 are included in the Proxy Statement/Prospectus on pages F-21 through F-44, and are incorporated herein by\nreference. The unaudited financial statements of Avalanche Treasury Company, LLC as of and for the three months ended March 31, 2026\nare set forth herein as Exhibit 99.1 and are incorporated herein by reference.\n\nThe audited consolidated financial\nstatements of Pubco as of December 31, 2025 and for the period from September 22, 2025 (inception) to December 31, 2025\nare included in the in the Proxy Statement/Prospectus on pages F-43 through F-58 and are incorporated herein by reference. The unaudited\nfinancial statements of Pubco as of and for the three months ended March 31, 2026 are set forth herein as Exhibit 99.2 and are\nincorporated herein by reference.\n\nThe audited consolidated financial\nstatements of MLAC as of and for the years ended December 31, 2025 and December 31, 2024 are included in the Proxy Statement/Prospectus\non pages F-2 through F-21, and are incorporated herein by reference. The unaudited financial statements of MLAC as of March 31,\n2026 and for the three months ended March 31, 2026 and 2025 are set forth herein as Exhibit 99.3 and are incorporated herein\nby reference.\n\n**Unaudited Pro Forma Condensed Combined Financial\nInformation**\n\nThe unaudited pro forma condensed\ncombined financial information required of Pubco as of and for the three months ended March 31, 2026 and for the year ended December 31,\n2025 is incorporated by reference to Exhibit 99.4 hereto.\n\n7\n\n**Management’s Discussion and Analysis\nof Financial Conditions and Results of Operations**\n\nThe Management’s Discussion\nand Analysis of Financial Condition and Results of Operations of Avalanche Treasury Company, LLC as of and for the three months ended\nMarch 31, 2026 is incorporated by reference to Exhibit 99.5.\n\n**Security Ownership of Certain Beneficial\nOwners and Management**\n\nThe following table sets forth\ninformation regarding the beneficial ownership of shares of Pubco Stock, as of the Closing Date, following the consummation of the Business\nCombination, by:\n\n·each person known by Pubco to be the beneficial owner of more than 5% of a class of Pubco securities on\nthe Closing Date;\n\n·each of Pubco’s officers and directors; and\n\n·all executive officers and directors of Pubco as a group.\n\nBeneficial ownership is determined\naccording to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it\npossesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable\nor exercisable within sixty (60) days.\n\nThe beneficial ownership of shares of Pubco Stock immediately following\ncompletion of the Business Combination is based on the following: (i) an aggregate of 37,914,826 shares of Pubco Class A Stock\nissued and outstanding immediately following the completion of the Business Combination, (ii) 5,805,639 shares of Pubco Class B\nStock issued and outstanding immediately following the completion of the Business Combination.\n\nPubco Class A\nPubco Class B\n\nStock, (non-voting)\nStock, (voting)\n\nNumber of\n\nNumber of\n\nShares\nApproximate\nShares\nApproximate\n\nBeneficially\nPercentage of\nBeneficially\nPercentage of\n\nName and Address of Beneficial Owner(1)\nOwned\nClass\nOwned\nClass\n\nNamed Executive Officers and Directors\n\nGerald Bartholomew Smith\n1\n0%\n-\n-\n\nPaul Grinberg\n478,010\n1.2%\n-\n-\n\nSarkees John Nahas\n50,481\n0.1%\n-\n-\n\nRobert Hadick(2)\n2,000,000\n5.1%\n-\n-\n\nLaine Mihalchick Moljo\n-\n-\n-\n-\n\nSean Ostrower\n-\n-\n-\n-\n\nAll officers and directors as a group (6 individuals)\n2,528,491\n6.4%\n\n0%\n\nOther 5% Shareholders\n\nSeller Related Parties(3)\n5,805,639\n15.3%\n5,805,639\n100%\n\nAstral(4)\n2,000,000\n5.1%\n-\n-\n\nFoundation(5)\n3,000,000\n7.9%\n-\n-\n\nParaFi Capital LP(6)\n3,011,909\n7.9%\n-\n-\n\nEmin Gün Sirer(7)\n2,609,176\n6.9%\n-\n-\n\n(1)Unless\notherwise noted, the business address of each of the following entities or individuals is 11 W. 42nd\nStreet, 2nd Floor, New York, NY 10036.\n\n(2)\nIncludes the 2,000,000 shares of Pubco Class A Stock issued to Astral. Astral is managed by its general partner, Astral Horizon GP, LLC, which is governed by a board of managers consisting of four natural persons, including Mr. Hadick. The managers of Astral Horizon GP, LLC collectively have the authority to manage and control the affairs of Astral Horizon Fund, including voting and investment decisions relating to its portfolio securities. Actions by the managers require approval of a majority of the managers, and no individual manager has authority to act unilaterally on behalf of the entity. Mr. Hadick disclaims beneficial ownership of the securities held by Astral Horizon Fund, except to the extent of his pecuniary interest therein, if any.\n\n(3)Includes 2,547,252 shares of Pubco\nClass A Stock issued to DV, 3,258,386 shares of Pubco Class A Stock issued to DV II, and one share of Pubco Class A Stock issued to the\nSeller. Includes 2,547,252 shares of Pubco Class B Stock issued to DV, 3,258,386 shares of Pubco Class B Stock issued to DV II, and one\nshare of Pubco Class B Stock issued to the Seller. The principal business address of the DVs is PO Box 309, Ugland House, Grand Cayman\nKY1-1104, Cayman Islands. The principal business address of the Seller is 66 Franklin Street, Suite 300, Oakland, CA 94607.\n\n8\n\n(4)\nThe primary business address of Astral Horizon, L.P. is 66 Franklin\nStreet, Suite 300, Oakland, California 94607.\n\n(5)In\nthe event the Pubco Class A Stock cease to be nonvoting securities, the Foundation will forfeit a number of its Pubco Class A\nStock and will receive from Pubco a number of pre-funded warrants convertible into Pubco Class A Stock prior to the time the Pubco\nClass A Stock cease to be nonvoting securities so that the Foundation’s beneficial ownership in Pubco does not exceed the\nMaximum Percentage. The primary business address of the Foundation is Floor 4, Banco Popular Building, British Virgin Islands, VG1110.\nThe Board of Directors of Avalanche (“BVI”) Investments, Inc. has voting and investment control over the Pubco Class A\nStock. Under the so-called “rule of three,” if voting and dispositive decisions regarding an entity’s securities\nare made by three or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals,\nthen none of the individuals is deemed a beneficial owner of the entity’s securities. This is the situation with regards to Avalanche\n(“BVI”) Investment Inc.\n\n(6)\nBen Forman, the Founder and Managing Partner of ParaFi Capital LP, may be deemed to have beneficial ownership over the Pubco Stock beneficially owned by ParaFi Capital. The primary business address of ParaFi Capital LP is 500 West Putnam Ave., Suite 400, Greenwich, CT 06830.\n\n(7)\nThe primary address of Emin Gün Sirer is 511 W. Bay Street, Ste. 320, Tampa, FL 336606.\n\n**Directors and Executive Officers**\n\nPubco’s directors and\nexecutive officers after the Closing are described in the Proxy Statement/Prospectus in the section titled “*Management of Pubco\nFollowing the Business Combination*” on page 233 of the Proxy Statement/Prospectus, which is incorporated herein by reference.\n\n**Committees of the Board of Directors**\n\nReference is made to the disclosure\nin the subsections entitled “Board of Directors” in Item 5.02 of this Current Report, which is incorporated herein by reference.\nFurther reference is made to the section of the Proxy Statement/Prospectus entitled “*Management of Pubco Following the Business\nCombination - Board Committees*,” on page 236 of the Proxy Statement/Prospectus, which is incorporated herein by reference.\n\n**Director and Executive Compensation**\n\nInformation regarding the\ncompensation of the named executive officers and directors of Pubco before the Business Combination is set forth in the Proxy Statement/Prospectus\nin the section titled “*Executive and Director Compensation*” beginning on page 244 of the Proxy Statement/Prospectus,\nwhich is incorporated herein by reference. Reference is made to the disclosure in Item 5.02 of this Current Report is incorporated herein\nby reference.\n\nThe information set forth\nin this Current Report on Form 8-K under Item 5.02 is incorporated in this Item 2.01 by reference.\n\n9\n\n**Certain Relationships and Related Transactions,\nand Director Independence**\n\nCertain relationships and\nrelated person transactions of MLAC and Pubco are described in the Proxy Statement/Prospectus in the section titled “*Certain\nRelationships and Related Person Transactions*,” beginning on page 250 of the Proxy Statement/Prospectus, which is incorporated\nherein by reference.\n\n**Compensation Committee Interlocks and Insider\nParticipation**\n\nNone of our officers currently\nserves, or in the past year has served, as a member of the compensation committee of any entity that has one or more officers serving\non our board of directors.\n\n**Legal Proceedings**\n\nReference is made to the disclosure\nregarding legal proceedings in the sections of the Proxy Statement/Prospectus titled “*Information Related to AVAT — Legal\nProceedings*” on page 225, which is incorporated herein by reference.\n\n**Market Price of and Dividends on the Registrant’s\nCommon Equity and Related Shareholder Matters**\n\nThe information set forth\nin the section of the Proxy Statement/Prospectus entitled “*Description of Pubco Securities*” beginning on page 254,\n“*The Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations*” beginning\non page 226 and “*Ticker Symbol, Market Price and Dividends*” beginning on page 265 are incorporated herein\nby reference.\n\nFollowing the Closing of the\nBusiness Combination, Pubco Class A Stock began trading on The Nasdaq Global Market under the symbol “AVAT” on June 11,\n2026. Pubco has not paid any cash dividends on the Pubco Stock to date.\n\nThe board of directors of\nPubco (the “**Board**”), in its sole discretion, will make any determination from time to time with respect to the use\nof any excess cash accumulated, which may include, among other uses, the payment of dividends on Pubco Stock. It is not contemplated that\nPubco will pay cash dividends for the foreseeable future.\n\n**Recent Sales of Unregistered Securities**\n\nThe information set forth\nin Item 3.02 of this Current Report on Form 8-K is incorporated herein by reference.\n\n**Description of Registrant’s Securities\nto be Registered**\n\nThe description of Pubco’s\nsecurities is contained in the Proxy Statement/Prospectus in the section titled “*Description of Pubco Securities*,”\nbeginning on page 254 of the Proxy Statement/Prospectus, which is incorporated herein by reference.\n\n**Indemnification of Directors and Officers**\n\nThe description of the indemnification\narrangements with Pubco’s directors and officers is contained in Item 1.01 of this Current Report on Form 8-K, which is\nincorporated herein by reference.\n\n**Financial Statements and Supplementary Data**\n\nReference is made to the disclosure\nset forth under Item 9.01 of this Current Report on Form 8-K concerning Pubco’s financial statements and supplementary\ninformation.\n\n**Changes in and Disagreements with Accountants\non Accounting and Financial Disclosure**\n\nThe information set forth\nin Item 4.01 of this Current Report on Form 8-K is incorporated herein by reference.\n\n10\n\n**Financial Statements and Exhibits**\n\nReference is made to the disclosure\nset forth under Item 9.01 of this Current Report on Form 8-K concerning the financial information of Pubco."}