Mountain Lake Acquisition Corp SEC Filings

Mountain Lake Acquisition Corp. (MLAC) and Avalanche Treasury Corporation (Pubco) highlight their previously announced Business Combination Agreement involving Mountain Lake, Pubco, Newco and related merger subsidiaries, along with a concurrent private placement of Newco units. The companies note that a Registration Statement on Form S-4 will be filed, containing a proxy statement/prospectus for Mountain Lake shareholders to vote on the proposed transactions.

The communication stresses that it is not an offer or proxy solicitation and that any securities will only be offered by a compliant prospectus or exemption. It includes extensive forward-looking statements about Pubco’s AVAX-focused crypto treasury strategy, potential AVAX-related services and expected benefits, while emphasizing significant risks, including the possibility the transactions are not completed, high AVAX price volatility, listing and regulatory uncertainties, shareholder redemptions and other factors that could cause actual results to differ materially.

Mountain Lake Acquisition Corp. (MLAC) and Avalanche Treasury Corporation (AVAT) are pursuing a US$675 million SPAC business combination that would create a publicly traded Avalanche-focused treasury vehicle. AVAT plans to hold nearly US$460 million of initial assets and acquire an additional US$200 million of Avalanche (AVAX) tokens, targeting a roughly US$1 billion AVAX treasury with a planned Nasdaq listing in early 2026. Management describes a strategy that extends beyond passively holding AVAX to include staking, liquid staking, operating validators, options-based volatility strategies and selective equity investments in projects building on Avalanche. The communication stresses that detailed terms will appear in a future Form S-4 and proxy statement/prospectus and highlights extensive forward-looking risk factors, including deal completion risk, AVAX price volatility, regulatory and tax uncertainty and potential challenges listing and operating Pubco’s securities.

Mountain Lake Acquisition Corp. (MLAC) filed its Q3 2025 report. As a SPAC, it reported net income of $2,133,281 for the quarter, driven by $2,527,476 of interest on trust assets and $394,195 of general and administrative expenses. Year‑to‑date net income was $6,348,172.

MLAC held $238,902,575 in cash and marketable securities in its Trust Account as of September 30, 2025, and $845,830 in cash outside the trust. The company disclosed “substantial doubt” about its ability to continue as a going concern if it does not complete a business combination within its combination period, noting plans to close a deal before the mandatory liquidation date.

On October 1, 2025, MLAC signed a Business Combination Agreement involving Avalanche Treasury entities and Dragonfly Digital Management. Concurrently, investors agreed to purchase approximately $274 million of Company Class A units at $10.00 per unit in a private placement, and the Foundation agreed to sell a minimum of $200 million of AVAX tokens, while 1,960,040 AVAX tokens will be contributed for 5,805,638 units. As of November 10, 2025, there were 23,805,000 Class A and 7,187,500 Class B ordinary shares outstanding.

Tenor Capital Management, Tenor Opportunity Master Fund and Robin Shah reported beneficial ownership of 1,250,000 Class A ordinary shares, representing 5.3% of Mountain Lake Acquisition Corp.'s outstanding Class A shares. The filing states the Shares are held by Tenor Opportunity Master Fund, Ltd., with Tenor Capital as investment manager and Robin Shah as the managing member of the manager's GP, and notes the percentage is calculated using June 30, 2025 outstanding share data of 23,805,000 shares. Each reporting person disclaims beneficial ownership except to the extent of pecuniary interest, and the filing affirms the position was not intended to change or influence control.

Mountain Lake Acquisition Corp. disclosed transaction provisions tied to market-price thresholds that will release founder/seller equity in three equal tranches after the Closing Date. Each tranche vests after a 20-consecutive trading day period in which the volume-weighted average price of Pubco Class A stock meets or exceeds trigger levels of $13.00, $15.00 and $17.00. The first two tranches each deliver 666,667 shares of Pubco Class A and 666,667 shares of Pubco Class B; the third tranche delivers 666,666 shares of each class, for a total of 2,000,000 shares of Class A and 2,000,000 shares of Class B if all triggers occur. The filing also lists the executed Business Combination Agreement, Sponsor Support Agreement, registration rights and lock-up agreements, subscription and token-sale related agreements, and states certain schedules/exhibits were omitted but are available to the SEC on request.