Avalanche Treasury Corp SEC Filings

Avalanche Treasury Corporation (AVAT) has registered for resale up to 15,690,755 shares of Class A common stock held by existing stockholders. These are being offered from time to time by the selling holders under a shelf registration; the company will not receive any proceeds from these sales.

The registered shares represent about 39.7% of AVAT’s total outstanding Class A common stock on a fully diluted basis as of July 21, 2026, creating the potential for significant stock overhang and price pressure if sold rapidly. AVAT is an AVAX-focused treasury company formed through a June 11, 2026 SPAC Business Combination with Mountain Lake Acquisition Corp., pursuing AVAX accumulation, staking and related ecosystem activities.

As of July 21, 2026, AVAT had 39,514,805 Class A shares outstanding and its stock traded at $0.313 per share on Nasdaq. Dragonfly beneficially holds 100% of the voting power via Class B stock, making AVAT a “controlled company” exempt from certain Nasdaq governance requirements. AVAT is also an emerging growth and smaller reporting company, using reduced reporting and internal control requirements, and its auditor has raised substantial doubt about its ability to continue as a going concern.

Avalanche Treasury Corporation is registering up to 15,690,755 shares of Class A Common Stock for resale from time to time by existing stockholders. The company will not receive any proceeds from these sales, though it will pay registration expenses. As of July 21, 2026, 39,514,805 Class A shares were outstanding, and the shares covered here represent about 39.7% of fully diluted Class A stock; the registration warns that selling all of them could significantly pressure the trading price.

The business, created via a recent SPAC merger, focuses on accumulating and actively managing AVAX tokens, including staking and Avalanche-focused infrastructure activities. AVAT’s stock trades on Nasdaq under the symbol “AVAT” at a recent price of $0.512 per share. Dragonfly beneficially holds 100% of the voting power, making AVAT a Nasdaq “controlled company,” and AVAT also qualifies as an emerging growth and smaller reporting company. Extensive risk disclosures emphasize AVAX price volatility, liquidity limits, custody and staking risks, and evolving global digital-asset regulation.

Avalanche Treasury Company, LLC (“AVAT”) entered into a Master Digital Currency Loan Agreement with Galaxy Digital LLC, allowing future collateralized loans in digital currency or cash. Under this framework, on July 10, 2026 AVAT agreed a $10 million collateralized term loan maturing on January 10, 2027 with a 10.5% per annum Borrow Fee.

The July 2026 Collateralized Term Loan is secured by approximately 2.9 million AVAX, reflecting an Initial Collateral Level of 180%, held in a segregated custody account at Anchorage Digital Bank N.A. under an Account Control Agreement. Margin mechanics include a Margin Call Rate of 170%, an Urgent Margin Call Rate of 165% with an eight-hour cure period, and a Margin Refund Rate of 190%. No more than 75% of collateral may be staked and at least 25% must remain liquid. AVAT intends to use the loan proceeds to pay down $10 million of existing debt.

Avalanche Treasury Corporation granted stock options under its 2026 Omnibus Incentive Plan to two senior executives. On July 12, 2026, the Compensation Committee approved options to purchase 2,700,000 shares of Class A common stock for Chief Executive Officer Gerald Bartholomew Smith and 1,100,000 shares for Chief Operating Officer Laine Mihalchick Moljo, each with an exercise price of $0.54 per share.

In connection with accepting these awards, both executives forfeited and waived all rights to performance-vesting restricted stock units provided under their employment offer letters. The options vest in equal installments on January 12, 2027, 2028 and 2029, subject to continued employment, and will fully vest upon certain terminations of employment in a defined period around a Change in Control. The options expire on the tenth anniversary of the grant date, and the detailed form of option agreement will be filed with the Form 10-Q for the quarter ending September 30, 2026.

Avalanche Treasury Corp Chief Executive Officer Smith Gerald Bartholomew received a grant of stock options covering 2,700,000 shares of Class A common stock at an exercise price of $0.5400 per share. The options vest in three equal installments on January 12, 2027, 2028 and 2029, subject to continued employment, and expire on July 12, 2036.

Avalanche Treasury Corp granted Chief Operating Officer Moljo Laine Mihalchick a stock option award covering 1,100,000 shares of Class A common stock at an exercise price of $0.54 per share, expiring on July 12, 2036. The options vest in equal installments on January 12, 2027, 2028 and 2029, subject to continued employment, leaving her with 1,100,000 stock options held directly after the grant.

Avalanche Treasury Corporation filed a Form S-1 registering the resale, from time to time, of up to 15,690,755 shares of its Class A common stock by existing selling holders. These shares represent approximately 39.7% of total outstanding Class A common stock on a fully diluted basis as of July 9, 2026. The company will not receive any proceeds from these sales, though it will cover registration costs, while selling holders bear any commissions and discounts.

The business is an AVAX-focused treasury and infrastructure platform, aiming to accumulate AVAX, manage it for staking yield, and build Avalanche-related services. The filing highlights extensive risks tied to AVAX price volatility, custody, staking/liquid staking, concentration and evolving regulation. Avalanche Treasury is an emerging growth company, a smaller reporting company, and a controlled company under Nasdaq rules, with Dragonfly holding 100% of the voting power of its common stock. Its Class A shares trade on Nasdaq under “AVAT,” with a July 9, 2026 last sale price of $0.579 per share.

Avalanche Treasury Corporation reported that Sarkees John Nahas resigned from its Board of Directors, effective July 1, 2026. The company states it has not been informed that his resignation involved any disagreement regarding its operations, policies, or practices. His resignation letter is included as Exhibit 17.1.

Avalanche Treasury Corporation’s quarterly report highlights a crypto-heavy balance sheet, large losses, and going-concern risks. The successor Pubco entity reported no revenue and a net loss of $139,635 for the three months ended March 31, 2026, with no cash, total assets of $2.2 million in deferred transaction costs, and a working capital deficit of $285,017. Management concludes there is substantial doubt about its ability to continue as a going concern without new equity or the planned SPAC business combination.

The predecessor Avalanche Treasury Company LLC held total assets of $141.8 million, largely in AVAX and stAVAX digital assets, but recorded a net loss of $26.8 million. Staking revenue was $2.1 million, outweighed by a $46.2 million fair value loss on AVAX and a $5.1 million impairment on stAVAX, partly offset by a $24.8 million gain from the token sale liability remeasurement. The business is highly concentrated in AVAX, subject to lock-ups and protocol risks, and remains dependent on closing the Mountain Lake Acquisition Corp. business combination and raising additional capital.