{"url_path":"/sec/avat/8-k/2026-06-17/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain","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":620,"has_tables":true,"body_markdown":"**Item 5.02. Departure of Directors or Certain\nOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n**Board of Directors**\n\nOn the Closing Date, the Pubco\nBoard consisted of four directors, Paul Grinberg, Robert Hadick, Sarkees John Nahas and Gerald Bartholomew Smith.\n\nOn the Closing Date, the Audit\nCommittee consisted of Paul Grinberg, Gerald Bartholomew Smith and Robert Hadick, with Paul Grinberg serving as chair of the committee.\nPaul Grinberg is an “independent director” as defined in the Nasdaq Rules and the rules and regulations of the SEC.\nUnder applicable Nasdaq Rules, Pubco will be permitted to “phase-in” compliance with the independence requirements for its\naudit committee. The phase-in periods with respect to director independence allow Pubco to have (i) only one independent member on\nits audit committee upon the consummation of the Business Combination, (ii) a majority of independent members on its audit committee\nwithin 90 days of the consummation of the Business Combination and (iii) a fully independent audit committee within one year of the\nconsummation of the Business Combination. Pubco has taken advantage of these phase-in rules with respect to each of Gerald Bartholomew\nSmith’s and Robert Hadick’s service on the audit committee. Pubco expects that by the first anniversary of its initial listing\non Nasdaq, the audit committee will comply with the applicable independence requirements. Paul Grinberg qualifies as an “audit committee\nfinancial expert,” as defined in Item 407(d)(5) of Regulation S-K, and which member or members possess financial sophistication,\nas defined under the rules of Nasdaq.\n\n11\n\nOn the Closing Date, Pubco’s\nCompensation Committee consisted of Gerald Bartholomew Smith, Robert Hadick and Paul Grinberg, with Gerald Bartholomew Smith serving as\nchair of the committee.\n\nOn the Closing Date, the Pubco’s\nNominating and Corporate Governance Committee consisted of Sarkees John Nahas, Paul Grinberg and Gerald Bartholomew Smith, with Sarkees\nJohn Nahas serving as chair of the committee.\n\n**Executive Officers**\n\nOn the Closing Date, the following\nindividuals were appointed to serve as executive officers of Pubco:\n\nName\nPosition\n\nGerald Bartholomew Smith\nChief Executive Officer and President\n\nLaine Mihalchick Moljo\nChief Operating Officer and Secretary\n\nSean Ostrower\nChief Financial Officer\n\n**Biographical Information**\n\nFor biographical information\nregarding Pubco’s directors and officers, reference is made to the section of the Proxy Statement/Prospectus entitled “*Management\nof Pubco Following the Business Combination,”* beginning on page 233 of the Proxy Statement/Prospectus, which is incorporated\nherein by reference.\n\n**Pubco 2026 Omnibus Incentive Plan**\n\nThe Board and shareholders\nadopted the 2026 Omnibus Incentive Plan (the “**Incentive Plan**”) prior to the Closing, which became effective on June 11,\n2026. A description of the 2026 Omnibus Incentive Plan is included in the Proxy Statement/Prospectus in the section titled “*Executive\nand Director Compensation — Material Terms of the Incentive Plan*” on page 246 thereof, which is incorporated by\nreference herein.\n\nPubco has reserved the sum\nof (i) 9,000,000 Pubco Class A Stock and (ii) an annual increase on the first day of each year during the term of the Incentive\nPlan, beginning on January 1, 2027 and ending on and including January 1, 2036, equal to the lesser of (x) 5% of the aggregate\nnumber of fully diluted Pubco Class A Stock issued and outstanding on December 31 of the immediately preceding year and (y) such\nnumber of Pubco Class A Stock as may be determined by the Incentive Plan administrator for issuance pursuant to the Incentive Plan,\nsubject to certain adjustments set forth in the Incentive Plan.\n\nThe foregoing description\nof the Incentive Plan and the information incorporated by reference does not purport to be complete and is qualified in its entirety by\nthe terms and conditions of the Incentive Plan, which is attached as Exhibit 10.1 hereto and is incorporated herein by reference."}