UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
REPORT PURSUANT TO
SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): June 11, 2026
Avalanche
Treasury Corporation
(Exact name of registrant as specified in its charter)
| Delaware |
001-43345 |
39-4863126 |
| (State or other jurisdiction |
(Commission |
(I.R.S. Employer |
| of incorporation) |
File Number) |
Identification No.) |
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11 W. 42nd Street 2nd
Floor |
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New York, NY |
10036 |
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(Address of principal executive offices) |
(Zip
Code) |
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(332) 240-1155 |
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(Registrant’s telephone number, including
area code) |
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- |
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(Former name or former address, if changed since last report) |
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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:
| ¨ | Written
communications 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
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§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. ¨
On June 11, 2026, Avalanche Treasury Corporation
(the “Company” or “AVAT”) issued a press release, announcing the closing of the previously announced business
combination (the “Business Combination”) pursuant to the business combination agreement, dated as of October 1, 2025
(as amended on January 13, 2026 and on March 17, 2026) by and among Mountain Lake Acquisition Corp., a Cayman Islands exempted
company (“MLAC”), the Company, Avalanche SPAC Merger Sub LLC, a Delaware limited liability company, Avalanche Company Merger
Sub LLC, a Delaware limited liability company and Avalanche Treasury Company, LLC, a Delaware limited liability company. A copy of the
press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information, including Exhibit 99.1,
in this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Form 8-K
shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, regardless of any general
incorporation language in such filings, except as shall otherwise be expressly set forth by specific reference in such filing.
Cautionary Note Regarding Forward-Looking
Statements
This Current Report on Form 8-K contains
certain forward-looking statements within the meaning of the U.S. federal securities laws, including expectations, intentions, plans,
prospects regarding AVAT and the Business Combination and the related private placement (the “Company Unit Subscription” and,
together with the Business Combination, the “Transactions”) and statements regarding the anticipated commencement of trading
on the Nasdaq Capital Market and AVAT’s vision and business strategy. These forward-looking statements are generally are identified
by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “potential,” “plan,” “may,”
“should,” “will,” “would,” “will be,” “will continue,” “will likely
result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events
or conditions that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors
could cause actual future events to differ materially from the forward-looking statements in this press release, including, but not limited
to, the failure of AVAT to maintain the listing of its shares of Class A common stock; costs related to the Transactions and as a
result of becoming a public company; changes in business, market, financial, political and regulatory conditions; risks relating to AVAT’s
anticipated operations and business; the risk that the anticipated benefits of the Business Combination may not be realized, the highly
volatile nature of the price of AVAX; risks related to increased competition in the industries in which AVAT will operate; risks relating
to significant legal, commercial, regulatory and technical uncertainty regarding AVAX; risks relating to the treatment of crypto assets
for U.S. and foreign tax purposes; risks that AVAT experiences difficulties managing its growth and expanding operations; challenges in
implementing Pubco’s business plan, including AVAX-related advisory services and other AVAX-related services, due to operational
challenges, significant competition and regulation; the outcome of any potential legal proceedings that may be instituted against AVAT
or others following the closing of the Business Combination, and other risks and uncertainties described in the filings of MLAC and AVAT
with the Securities and Exchange Commission (the “SEC”). The inclusion of any statement in this press release does not constitute
an admission by AVAT or any other person that the events or circumstances described in such statement are material.
The foregoing list of risk factors is not exhaustive.
You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors”
section of the definitive proxy statement of MLAC and final prospectus of AVAT, each dated as of May 14, 2026 and as further supplemented,
and other documents that have been filed by MLAC and AVAT with the SEC and other documents to be filed by AVAT from time to time with
the SEC. These filings do or will identify and address other important risks and uncertainties that could cause actual events and results
to differ materially from those contained in the forward-looking statements. There may be additional risks that AVAT does not presently
know or that AVAT currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking
statements.
Forward-looking statements speak only as of the
date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and AVAT assumes no obligation and
does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
AVAT does not give any assurance that either it will achieve its expectations. The inclusion of any statement in this press release does
not constitute an admission by AVAT or any other person that the events or circumstances described in such statement are material.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated June 11, 2026 |
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 |
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| Date: June 11, 2026 |
By: |
/s/
Gerald Bartholomew Smith |
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Name: |
Gerald
Bartholomew Smith |
| |
Title: |
Chief
Executive Officer |
Exhibit 99.1
Avalanche Treasury Co. Lists
on Nasdaq With Differentiated Approach to Ecosystem Investment
AVAT provides publicly listed
exposure to the full Avalanche value chain as institutional blockchain infrastructure adoption rises
NEW YORK, NY – Avalanche Treasury Co. (Nasdaq:
AVAT), an operating company and digital asset treasury that allocates capital across the Avalanche economy, today announced the commencement
of trading on the Nasdaq Stock Market. Launched in 2020 and purpose-built for enterprise, the Avalanche blockchain combines speed, compliance
capabilities, and interoperability.
AVAT was created to accelerate the adoption and growth of
Avalanche and open an opportunity for investors to participate in the fundamental infrastructure shift toward blockchain. As a publicly
listed operating company, AVAT has no redemption pressure or forced liquidation like typical funds, which we believe can allow the company
to reinvest gains, build exposure across the Avalanche ecosystem, and hold its positions through market cycles.
“AVAT intends to deploy capital deliberately to compound
Avalanche’s ecosystem value over time, much like a corporate treasury,” said Bart Smith, Chief Executive Officer of Avalanche
Treasury Co. “It is not a bet on price. We believe it is an investment into Avalanche that represents meaningful potential for
the repositioning of institutional finance. Our Nasdaq listing is designed to provide greater access to this infrastructure shift at the
ground level.”
“Avalanche was built from the start with institutional
requirements in mind: speed, compliance, interoperability,” said Emin Gün Sirer, Founder and Chief Executive Officer of Ava
Labs. “Capital that is committed to compounding value across that ecosystem over the long term is exactly the kind of participation
that strengthens the entire network.”
Today, over 550 projects are building on Avalanche, with more
than $604 million in institutional funds deployed and over $1.3 billion in real-world assets tokenized on the network. Leading enterprises,
financial institutions, and governments are selecting Avalanche as their blockchain of choice, shifting hard-to-move infrastructure on-chain
and committing for the long term.
“We believe the next phase of institutional adoption will be
driven by structured vehicles that put capital to work inside the ecosystems that matter,” said Rob Hadick, General Partner at
Dragonfly. “Avalanche has earned its place as an enterprise blockchain of choice, and we believe a publicly listed treasury vehicle
gives institutions the entry point they’ve been waiting for. AVAT offers regulated, structured access to blockchain infrastructure that
is aiming to rewire global finance.”
Avalanche Treasury Co. is led by Chief Executive Officer Bart
Smith and Chief Operating Officer Laine Litman, two executives who bring a rare combination of institutional finance depth and digital
asset expertise. Smith spent over two decades at Susquehanna and AllianceBernstein, building some of the earliest institutional digital
asset capabilities on Wall Street. Litman scaled Hidden Road Partners through its acquisition by Ripple and held senior roles at Virtu
Financial, Goldman Sachs, Bank of America Merrill Lynch, and UBS.
AVAT is further supported by a board and advisory group that
includes Ava Labs founder Emin Gün Sirer, Ava Labs Chief Business Offcer John Nahas, Dragonfly General Partner Rob Hadick, Dragonfly
Managing Partner Haseeb Qureshi, Blockworks CEO Jason Yanowitz, and Aave founder Stani Kulechov. Institutional backing comes from Dragonfly,
ParaFi Capital, VanEck, Emin Gün Sirer, FalconX, Monarq, Galaxy Digital, Pantera Capital, CoinFund, IMC, Kraken, Borderless, and
Hunting Hill.
About AVAT (Avalanche Treasury Co.)
AVAT (Avalanche Treasury Co.) is a Nasdaq-listed company that
provides investors with exposure to the Avalanche ecosystem as businesses move on-chain. Investors in AVAT hold shares in a publicly
listed company whose value is tied to Avalanche, the blockchain technology platform of choice for some of the world’s most recognized
and trusted institutions. AVAT is designed for those who want access to the blockchain infrastructure that offers flexibility, interoperability,
and speed without holding a digital asset directly. For more information, visit avat.com.
About Avalanche
Avalanche is a technology platform built for business. Enterprises,
financial institutions, consumer applications, and governments run core infrastructure on Avalanche as it provides reliability, compliance,
and speed. Users include BlackRock, Franklin Templeton, Apollo, FIFA, and the state of Wyoming. For more information, visit avax.network.
Forward Looking Statements
This press release contains certain forward-looking statements within
the meaning of the U.S. federal securities laws, including expectations, hopes, beliefs, intentions, plans, prospects, results or strategies
regarding AVAT. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,”
“anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,”
“potential,” “plan,” “may,” “should,” “will,” “would,” “will
be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions,
projections and other statements about future events and conditions that are based on current expectations and assumptions. Forward-looking
statements are predictions, projections and other statements about future events or conditions that are based on current expectations
and assumptions and, as a result, are subject to risks and uncertainties. Many of these factors including but not limited to changes
in business, market, financial, political and regulatory conditions, risks relating to AVAT’s anticipated operations and business, risks
related to AVAT’s ability to raise additional capital, including the highly volatile nature of the price of AVAX, the risk that AVAT’s
stock price will be highly correlated to the price of AVAX and the price of AVAX may decrease, risks related to increased competition
in the industries in which AVAT will operate, risks relating to significant legal, commercial, regulatory and technical uncertainty regarding
AVAX, risks relating to the treatment of crypto assets for U.S. and foreign tax purposes, challenges in implementing its business plan
including AVAX-related financial and advisory services, due to operational challenges, significant competition and regulation, the outcome
of any potential legal proceedings that may be instituted against AVAT or its affiliates, and those risk factors discussed in documents
AVAT has filed, with the SEC.
The inclusion of any statement in this press release does
not constitute an admission by AVAT or any other person that the events or circumstances described in such statement are material.
The foregoing list of risk factors is not exhaustive. There
may be additional risks that AVAT does not presently know or that AVAT currently believes are immaterial that could also cause actual
results to differ from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking statements, and AVAT assumes no obligation and does not intend to
update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. AVAT does not
give any assurance that either it will achieve its expectations. The inclusion of any statement in this press release does not constitute
an admission by AVAT or any other person that the events or circumstances described in such statement are material.
