UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number: 001-43345
CUSIP Number: 05338N101
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¨ Form 10-K |
¨ Form 20-F |
¨ Form 11-K |
x Form 10-Q |
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¨ Form 10-D |
¨ Form N-CEN |
¨ Form N-CSR |
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For Period Ended: June 30, 2026 |
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Transition Report on Form 10-K |
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¨ Transition
Report on Form 20-F |
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¨ Transition
Report on Form 11-K |
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¨ Transition
Report on Form 10-Q |
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For the Transition Period Ended: |
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Nothing in this form shall be construed to imply
that the Commission has verified any information contained herein.
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If the notification relates to a portion of the
filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
Avalanche
Treasury Corporation
Full Name of Registrant
N/A
Former Name if Applicable
11 W. 42nd Street, 2nd
Floor
Address of Principal Executive Office (Street
and Number)
New York, New York 10036
City, State and Zip Code
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box
if appropriate)
| x |
(a) |
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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| (b) |
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
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| (c) |
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K,
20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Avalanche Treasury Corporation (the “Company”)
is unable to file its Quarterly Report on Form 10-Q for the period ended June 30, 2026 on or prior to its prescribed due date without
unreasonable effort or expense, because it requires additional time to finalize its financial statements to be included in such Form 10-Q.
The Company is, and has been, working diligently to complete its Form 10-Q as soon as possible and anticipates that the Form 10-Q will
be filed within five (5) calendar days following the prescribed due date in compliance with Rule 12b-25(b).
PART IV — OTHER INFORMATION
| (1) |
Name and telephone number of person to contact in regard to this notification. |
| Sean Ostrower |
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(332) |
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240-1155 |
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(Area Code) |
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(Telephone Number) |
| (2) |
Have all other periodic
reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?
If answer is no, identify report(s). Yes x No ¨ |
| (3) |
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes ¨ No x |
If so, attach an explanation of the anticipated
change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be
made.
Disclosures About Forward-Looking Statements
Certain statements included in this Current Report
on Form 12b-25, which are not historical facts, are forward-looking statements. Such forward-looking statements speak only as of
the date of this Current Report. These forward-looking statements are based on management’s current expectations, assumptions and
beliefs regarding future events and are based on currently available information as to the outcome and timing of future events, certain
of which are beyond the Company’s control, and actual results may differ materially depending on a variety of important factors.
These factors include, but are not limited to, a variety of risk factors affecting the Company’s business and prospects disclosed
in the Company’s annual, quarterly reports and subsequent reports filed with the SEC, as amended from time to time. Any or all of
these occurrences could cause actual results to differ from those in the forward-looking statements, and the Company does not undertake
to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of the forward-looking
statements.
Avalanche Treasury Corporation
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its
behalf by the undersigned hereunto duly authorized.
| Date: |
August
14, 2026 |
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By: |
/s/ Sean Ostrower |
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Sean Ostrower |
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Chief Financial Officer |
