Avalanche Treasury adds director, reshapes audit panel

Q: What happened to AVAT’s Audit Committee composition on September 8, 2026?

Effective September 8, 2026, Virginia Gambale joined the Audit Committee and Gerald Bartholomew Smith resigned from the Audit Committee while remaining on the Board, leaving the committee with two independent members.

Q: Does Avalanche Treasury Corporation (AVAT) meet independence rules for its Audit Committee?

Yes. As of September 8, 2026, the Audit Committee has two members who qualify as independent under Rule 10A-3 of the Exchange Act, consistent with the phase-in period permitted by Nasdaq Rule 5615(b)(1)(B).

Q: Who entered into new director services agreements at AVAT on September 8, 2026?

On September 8, 2026, Virginia Gambale and Paul Grinberg each entered into a director services agreement with Avalanche Treasury Corporation, covering director compensation and reimbursement of reasonable expenses.

Q: How are AVAT directors compensated under the new director services agreements?

Under their director services agreements, Ms. Gambale and Mr. Grinberg receive compensation pursuant to Avalanche Treasury Corporation’s director compensation policy in effect from time to time and are reimbursed for reasonable travel and out-of-pocket expenses.

Avalanche Treasury Corporation expands its board, rebalances its Audit Committee, and formalizes director service agreements with key members.

Available on EDGAR 09/09/2026 - 06:33 AM EDT Accepted by SEC EDGAR 09/09/2026 - 06:32 AM EDT

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Form Type

8-K

Rhea-AI Filing Summary

Avalanche Treasury Corporation (AVAT) reported board and committee changes effective September 8, 2026. The company increased the size of its Board of Directors from three to four members and appointed Virginia Gambale as a new director and member of the Audit Committee.

On the same date, Gerald Bartholomew Smith resigned from the Audit Committee but remains on the Board and serves as Chief Executive Officer. Following these changes, the Audit Committee has two members who qualify as independent under Rule 10A-3 of the Exchange Act during the Nasdaq Rule 5615(b)(1)(B) phase-in period. Ms. Gambale and Audit Committee Chair Paul Grinberg each entered into director services agreements, under which they are compensated under the company’s director compensation policy and reimbursed for reasonable expenses.

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8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Board size after change: 4 directors Board size before change: 3 directors Independent Audit Committee members: 2 members +2 more

5 metrics

Board size after change 4 directors Number of Avalanche Treasury Corporation directors effective September 8, 2026

Board size before change 3 directors Previous number of Avalanche Treasury Corporation directors prior to September 8, 2026

Independent Audit Committee members 2 members Members qualifying as independent under Rule 10A-3 as of September 8, 2026

Effective date of director appointments September 8, 2026 Date Ms. Gambale was appointed to the Board and Audit Committee

Filing signature date September 9, 2026 Date the report was signed on behalf of Avalanche Treasury Corporation

Key Terms

Audit Committee, Rule 10A-3, Nasdaq Rule 5615(b)(1)(B), director services agreement, +1 more

5 terms

Audit Committee financial

"appointed Ms. Gambale to the audit committee of the board (the “Audit Committee”)"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

Rule 10A-3 regulatory

"two members who qualify as independent pursuant to Rule 10A-3 of the Exchange Act"

Nasdaq Rule 5615(b)(1)(B) regulatory

"as permitted during the phase-in period under Nasdaq Rule 5615(b)(1)(B)"

director services agreement financial

"Ms. Gambale entered into a director services agreement, a copy of which is filed"

emerging growth company regulatory

"Emerging growth company x"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What board change did Avalanche Treasury Corporation (AVAT) announce on September 8, 2026?

Avalanche Treasury Corporation increased its Board of Directors from three to four members and appointed Virginia Gambale as a new director, effective September 8, 2026.

What happened to AVAT’s Audit Committee composition on September 8, 2026?

Effective September 8, 2026, Virginia Gambale joined the Audit Committee and Gerald Bartholomew Smith resigned from the Audit Committee while remaining on the Board, leaving the committee with two independent members.

Does Avalanche Treasury Corporation (AVAT) meet independence rules for its Audit Committee?

Yes. As of September 8, 2026, the Audit Committee has two members who qualify as independent under Rule 10A-3 of the Exchange Act, consistent with the phase-in period permitted by Nasdaq Rule 5615(b)(1)(B).

Who entered into new director services agreements at AVAT on September 8, 2026?

On September 8, 2026, Virginia Gambale and Paul Grinberg each entered into a director services agreement with Avalanche Treasury Corporation, covering director compensation and reimbursement of reasonable expenses.

How are AVAT directors compensated under the new director services agreements?

Under their director services agreements, Ms. Gambale and Mr. Grinberg receive compensation pursuant to Avalanche Treasury Corporation’s director compensation policy in effect from time to time and are reimbursed for reasonable travel and out-of-pocket expenses.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 8, 2026

AVALANCHE TREASURY CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware		001-43345		39-4863126
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

11 W. 42nd Street 2nd Floor

New York, NY 10036

(Address of Principal Executive Offices, and Zip Code)

(332) 240-1155

Registrant’s Telephone Number, Including Area Code

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.01 per share		AVAT		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 8, 2026, Avalanche Treasury Corporation (the “Company”) resolved to increase the number of directors of the Company from three to four directors and appointed Ms. Virginia Gambale to the Board, effective September 8, 2026. In addition, the Board appointed Ms. Gambale to the audit committee of the board (the “Audit Committee”).

Also effective September 8, 2026 Mr. Gerald Bartholomew Smith resigned from the Audit Committee. Mr. Smith has not resigned from any of his other positions with the Company and remains a member of the Board of Directors. Effective September 8, 2026, the Audit Committee has two members who qualify as independent pursuant to Rule 10A-3 of the Exchange Act, as permitted during the phase-in period under Nasdaq Rule 5615(b)(1)(B).

In connection with her appointment, Ms. Gambale entered into a director services agreement, a copy of which is filed herewith as Exhibit 10.1 and the Company’s standard form of indemnification agreement, which was filed as Exhibit 10.15 to the Company’ Current Report on Form 8-K filed on June 17, 2026.

On September 8, 2026, Mr. Paul Grinberg, Chair of the Audit Committee, member of the Nominating and Corporate Governance Committee and the Compensation Committee also entered into a director services agreement, a copy of which is filed herewith as Exhibit 10.2.

Under the respective director services agreements, Ms. Gambale and Mr. Grinberg will receive compensation pursuant to the Company’s director compensation policy in effect from time to time. The Company will also reimburse Ms. Gambale and Mr. Grinberg for all reasonable travel and other out-of-pocket expenses incurred in connection with rendering services for the Company. The foregoing description of the director services agreements is a summary and qualified in its entirety by reference to the full text of the relevant exhibit.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1(1)		Director Services Agreement between the Company and Ms. Virginia Gambale, dated September 8, 2026.
10.2(1)		Director Services Agreement between the Company and Mr. Paul Grinberg, dated September 8, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

(1) Certain schedules, exhibits and similar attachments have been omitted in accordance with Regulation S-K Item 601(a)(5). The registrant agrees to furnish supplementally a copy of all omitted information to the SEC upon its request.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AVALANCHE TREASURY CORPORATION

Date: September 9, 2026	By:	/s/ Gerald Bartholomew Smith
	Name:	Gerald Bartholomew Smith
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents