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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): November 5,
2026
Avalanche Treasury Corporation
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-43345 |
|
39-4863126 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
11
W. 42nd Street 2nd Floor
New
York, NY
10036
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: 332-240-1155
Not Applicable
(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:
| ¨ |
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 |
| Common Stock, $0.01 par value |
|
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.
Item 2.02. Results of Operations and Financial Condition.
On November 5, 2026, Avalanche Treasury Corporation,
a Delaware corporation (the “Company”), issued a press release reporting preliminary financial information for the quarter
ended September 30, 2026 and an update on its share repurchase program. The Company also announced that it will host a conference call
at 4:00 p.m. (Eastern Time) on November 19, 2026, via a webcast. During the webcast, the Company’s financial and operating results
for the third quarter ended September 30, 2026 will be discussed. A copy of the press release is furnished as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
The information in this Item 2.02, including Exhibit
99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,
except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. |
|
Description |
| 99.1 |
|
Press release, dated November 5, 2026, reporting Avalanche Treasury Corporation’s preliminary financial information for the quarter ended September 30,
2026 and update on share repurchase program. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 |
| |
|
|
|
| |
By: |
/s/ Sean Ostrower |
| |
|
Name: |
Sean Ostrower |
| |
|
Title: |
Chief Financial Officer |
Dated: November 5, 2026
Exhibit 99.1
AVAT Reports Preliminary Third Quarter
2026 Financial Results and Treasury Metrics
Retired FalconX collateralized loan
in full; holds 13.31 million AVAX as Avalanche gains momentum with NYSE, Goldman Sachs, and the UAE
NEW YORK -- November 5, 2026
-- Avalanche Treasury Co. (Nasdaq: AVAT) ("AVAT" or the "Company"), a digital asset treasury company focused on providing
investors with access to the AVAX token and exposure to the growth of the Avalanche ecosystem, today provided an update on its share
repurchase program and reported preliminary, unaudited financial results for the third quarter ended September 30, 2026.
Preliminary Third Quarter 2026
Financial Highlights
| · | Preliminary
net income of approximately $54.6 million, or $1.53 per diluted share, for the third quarter
of 2026. |
| · | Approximately
$60 million of gains attributable to market-driven changes in the value of the Company's
AVAX holdings, including fair value changes, and realized losses for the third quarter of
2026. |
| · | Staking
revenue, net of fees, of approximately $0.6 million for the quarter and $4.2 million for
the first nine months of 2026. |
| · | General
and administrative expenses of approximately $3.2 million. |
AVAX Treasury
As of September 30, 2026, AVAT held
13.31 million AVAX tokens, of which approximately 60% were unlocked.
AVAX holdings
(September 30, 2026) | |
Tokens (millions) | | |
Share of total | |
| Unlocked | |
7.93 | | |
60 | % |
| Locked | |
5.38 | | |
40 | % |
| Total | |
13.31 | | |
100 | % |
The locked tokens carry a weighted-average
remaining lock period of approximately 16.5 months. The Company intends to continue putting its AVAX to work through staking, supported
by Avalanche's Helicon network upgrade, which shortened minimum validation periods and introduced auto-renewing stakes.
Staking Ramp
By September 2026, approximately 91%
of AVAT's AVAX, or roughly 12.1 million tokens, was staked throughout the month and producing yield. In the months after the business
combination closed in June, the Company held a large share of its AVAX unstaked while it worked through regulatory and liquidity constraints
that followed closing. With those constraints resolved, AVAT moved the bulk of its treasury into staking during the third quarter.
Share Repurchase Program
AVAT repurchased 2,889,440 shares of
Class A common stock at an average price of $1.14 per share, for aggregate consideration of approximately $3.3 million. The repurchased
shares represent approximately 8% of the Company's Class A shares outstanding1 and are being held as treasury shares.
The Company executed the repurchases
while its shares traded at a discount to the value of its AVAX holdings, increasing the amount of AVAX attributable to each remaining
share.
"Buying back our stock below the
value of our AVAX holdings is one of the most direct ways we can create value for shareholders," said Bart Smith, CEO of AVAT. "Removing
roughly 8% of our outstanding share count while also eliminating our FalconX loan shows the discipline we bring to managing this treasury."
Balance Sheet
| · | Cash
and USDC: $4.9 million |
| · | Debt:
$10.0 million outstanding |
| · | FalconX
loan: Repaid in full and closed during the third quarter. Retiring the FalconX collateralized
loan eliminated a facility secured by the Company's AVAX, leaving more of the treasury free
of lender claims. |
Avalanche Ecosystem Momentum
The third quarter brought significant
institutional and government adoption news for the Avalanche ecosystem:
| · | Goldman
Sachs: On September 28, tZERO announced that qualified U.S. institutions can subscribe
to Goldman Sachs' Financial Square Treasury Instruments Fund (FTIXX), with roughly $100 billion
in assets, through Lynq, an institutional settlement network built on a dedicated Avalanche
Layer 1. |
| · | New
York Stock Exchange. At Avalanche Summit New York in September, ICE's Head of Strategic
Initiatives said the NYSE parent is closely engaged with the Avalanche team as it
evaluates blockchains for its planned tokenized-securities trading and settlement platform.
Ava Labs said NYSE has spent about a year testing Avalanche technology. ICE has not yet named
a blockchain for the platform. |
1 Based on Class A shares outstanding as of August
24, 2026, prior to the commencement of the Company’s share repurchase program.
| · | United
Arab Emirates: On September 14, the UAE's Telecommunications and Digital Government Regulatory
Authority announced a partnership with Ava Labs and Deca4 to bring Avalanche technology
to the Digital Vault of UAE PASS, the national digital identity platform used by more than
12.5 million people, on a dedicated Avalanche L1. |
| · | Paxos:
In September, Paxos integrated AVAX and Avalanche-native USDC across its regulated
infrastructure, which serves more than 650 institutions. |
| · | Helicon
Upgrade: Avalanche's Helicon network upgrade activated on mainnet on September
22, reducing the minimum validation period from 14 days to 48 hours and introducing auto-renewing
stakes. |
"From Wall Street to national governments,
major institutions are building on and evaluating Avalanche infrastructure," said Bart Smith, CEO of AVAT. "Our shareholders
have exposure to the growth of that network."
Preliminary Results
The preliminary estimated financial
results included in this release for the third quarter ended September 30, 2026 are preliminary, unaudited and subject to completion,
and may change as a result of management’s ongoing review. These preliminary results are subject to quarter-end financial and accounting
procedures. The preliminary financial results represent management estimates and constitute forward-looking statements subject to risks
and uncertainties. Actual results may differ materially from these preliminary estimates when finalized and publicly disclosed.
These preliminary results should not
be viewed as a substitute for the Company’s full third quarter financial statements and do not present all information necessary
for a complete understanding of financial performance. AVAT expects to release full third quarter results in November 2026.
Q3 Conference Call Details
AVAT will host a conference call on
Thursday, November 19, 2026, at 4:00 p.m. ET to discuss its financial and operating results for the third quarter ended September 30,
2026.
Conference Call Details
Date: Thursday, November 19, 2026
Time: 4:00 p.m. ET
Webcast: https://event.webcasts.com/starthere.jsp?ei=1780369&tp_key=745e583c94
Following the presentation, the recording
along with supplemental presentation materials will be available on the Investor Relations section of AVAT’s website at https://avat.com/investor-relations.
About AVAT
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. For more information, visit avax.network.
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about the Company's AVAX
holdings, staking activities, capital allocation, share repurchases, expected third quarter financial results and other information,
and developments in the Avalanche ecosystem. Words such as "intend," "expect," "plan," "seek,"
and similar expressions identify these statements. They rest on current expectations and are subject to risks and uncertainties that
could cause actual results to differ materially. These include changes in the price of AVAX, the volatility of digital assets, regulatory
developments, the Company's ability to access capital, and adjustments arising from the completion of quarter-end procedures. Third-party
developments described in this release, including the evaluation of Avalanche by ICE/NYSE and the UAE PASS integration, are outside the
Company's control and may not proceed as described. Additional risks are described in the Company's filings with the SEC. AVAT undertakes
no obligation to update these statements except as required by law.
Contacts
Investor Relations
Email: ir@avat.com
Website: avat.com/investor-relations
Media Relations
Email: media@avat.com
