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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):
March 17, 2026
Mountain Lake Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-42436 |
|
98-1796213 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
930 Tahoe Blvd STE 802
PMB 45
Incline Village
NV, 89451
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (775) 204 1489
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 |
| Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one Right entitling the holder to receive one-tenth of a Class A ordinary share |
|
MLACU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares |
|
MLAC |
|
The Nasdaq Stock Market LLC |
| Rights |
|
MLACR |
|
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 ☒
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 1.01. Entry into a Material Definitive Agreement.
Second Amendment to the Business Combination Agreement
On October 1, 2025, Mountain
Lake Acquisition Corp. (“SPAC”) entered into that certain Business Combination Agreement (the “Original Business
Combination Agreement” and, as amended by the First Amendment and the Second Amendment (both as defined below), the “Business
Combination Agreement”) with Avalanche Treasury Corporation, a Delaware corporation (“Pubco”), Avalanche
SPAC Merger Sub LLC, a Delaware limited liability company (“SPAC Merger Sub”), Avalanche Company Merger Sub LLC, a
Delaware limited liability company (“Company Merger Sub”, and together with SPAC Merger Sub, the “Pubco Subsidiaries”),
Avalanche Treasury Company LLC, a Delaware limited liability company (the “Company”), and Dragonfly Digital Management,
LLC, a Delaware limited liability company (the “Seller”). Capitalized terms used in this Current Report on Form 8-K
but not otherwise defined herein have the meanings given to them in the Business Combination Agreement, a copy of which was filed as Exhibit
2.1 to the Current Report on Form 8-K filed by SPAC with the Securities and Exchange Commission (“SEC”) on October
7, 2025.
On January 13, 2026, SPAC,
Pubco, the Pubco Subsidiaries, the Company and the Seller entered into that certain Amendment No. 1 to Business Combination Agreement
(the “First Amendment”) with Astral Horizon, L.P., a Delaware limited partnership (“Astral”), Dragonfly
Ventures L.P., a Cayman Islands exempted limited partnership (“DV”), and Dragonfly Ventures, II L.P., a Cayman Islands
exempted limited partnership (“DVII” and together with DV, “DVs” and DVs together with the Seller,
the “Seller Related Parties”) effective as of October 1, 2025. A copy of the First Amendment was filed as Exhibit 10.1
to the Form 8-K filed by SPAC with the SEC on January 13, 2026.
Pursuant to Section 2.8, letters
(c) and (d) of the Original Business Combination Agreement as amended by the First Amendment, Pubco was required to issue to Astral, on
the Company Merger Effective Date, a total of 4,000,000 shares of Pubco Class A Stock as Additional Merger Consideration Shares, of which:
(i) 2,000,000 shares of Pubco Class A Stock were to be deposited into Astral’s security account (the “Astral Post-Closing
Shares”); and (ii) 2,000,000 Astral Earnout Shares were to be deposited into the Astral Escrow Account and would vest and be
released subject to the occurrence of the conditions, and in accordance with the terms, set forth under Section 2.8(d) of the Business
Combination Agreement.
On March 17, 2026, SPAC, Pubco,
the Pubco Subsidiaries, the Company, the Seller Related Parties, and Astral entered into that certain Amendment No. 2 to the Business
Combination Agreement (the “Second Amendment”) effective as of October 1, 2025, pursuant to which the parties thereto
agreed to postpone the issuance by Pubco to Astral of the 2,000,000 shares of Astral Post-Closing Shares by thirty (30) calendar days,
so that such issuance will occur on the thirtieth (30th) calendar day following the Closing Date, rather than on the Company Merger Effective
Date.
The foregoing description
of the Second Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Second
Amendment. A copy of the Second Amendment is filed as Exhibit 10.1 hereto and is incorporated into this Item 1.01 by reference.
Additional Information and Where to Find It
Pubco and the Company intend to file with the
SEC a Registration Statement on Form S-4 (as may be amended, the “Registration Statement”), which will include a preliminary
proxy statement of SPAC and a prospectus (the “Proxy Statement/Prospectus”) in connection with the Business Combination
between SPAC, Pubco and the Company and concurrent private placement of Company units (the “Private Placement”, together
with the Business Combination, the “Proposed Transactions”). The definitive proxy statement and other relevant documents
will be mailed to shareholders of SPAC as of a record date to be established for voting on the Business Combination and other matters
as described in the Proxy Statement/Prospectus.
SPAC and/or Pubco will also file other documents
regarding the Proposed Transactions with the SEC.
This Current Report on Form 8-K does not contain
all of the information that should be considered concerning the Proposed Transactions and is not intended to form the basis of any investment
decision or any other decision in respect of the Proposed Transactions.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION,
SHAREHOLDERS OF SPAC AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS
THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION
WITH SPAC’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE PROPOSED
TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION
ABOUT SPAC, THE COMPANY, PUBCO AND THE PROPOSED TRANSACTIONS. Investors and security holders will also be able to obtain copies of the
Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by SPAC and
Pubco, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: Mountain Lake Acquisition
Corp., 930 Tahoe Blvd STE 802 PMB 45, Incline Village, NV 89451; phone number: (775) 204-1489.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY
AGENCY HAS APPROVED OR DISAPPROVED THE PROPOSED TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION
OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS CURRENT REPORT ON FORM 8-K. ANY REPRESENTATION
TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
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 with respect to the parties and the Proposed Transactions.
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 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 Current Report on Form 8-K, including, but not limited to: the risk that the Proposed Transactions may not be completed in a timely
manner or at all, which may adversely affect the price of SPAC’s securities; the risk that the Business Combination may not be completed
by SPAC’s business combination deadline; the failure by the parties to the Business Combination Agreement to satisfy the conditions
to the consummation of the Business Combination, including the approval of SPAC’s shareholders, or any of the Private Placement;
failure to realize the anticipated benefits of the Proposed Transactions; the level of redemptions of SPAC’s public shareholders
which may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing, or trading
of the Pubco Class A Stock; the lack of a third-party fairness opinion in determining whether or not to pursue the Business Combination;
the failure of Pubco to obtain or maintain the listing of its securities on any stock exchange on which Pubco Class A Stock will be listed
after closing of the Business Combination; costs related to the Proposed Transactions and as a result of becoming a public company; changes
in business, market, financial, political and regulatory conditions; risks relating to Pubco’s anticipated operations and business,
including the highly volatile nature of the price of AVAX; the risk that Pubco’s stock price will be highly correlated to the price
of AVAX and the price of AVAX may decrease at any time after the closing of the Proposed Transactions; risks related to increased competition
in the industries in which Pubco 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 after consummation of the Business
Combination, Pubco 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; being considered to be a “shell company” by any stock exchange on which Pubco Class A Stock will be listed
or by the SEC, which may impact the ability to list Pubco Class A Stock and restrict reliance on certain rules or forms in connection
with the offering, sale or resale of securities; the outcome of any potential legal proceedings that may be instituted against the Company,
SPAC, Pubco or others following announcement of the Business Combination; and those risk factors discussed in documents of Pubco, the
Company, or SPAC filed, or to be filed, with the SEC.
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 final prospectus of SPAC dated as of December 12, 2024 and filed by SPAC with the SEC on December 13, 2024, SPAC’s
Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q on file, and to be filed, with the SEC and the Proxy Statement/Prospectus
that will be filed by Pubco and the Company, and other documents filed by SPAC and Pubco 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 none of SPAC, Pubco or the Company presently
know or that none of SPAC, Pubco or the Company currently believe 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 none of SPAC, Pubco or the Company
assumes any obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information,
future events, or otherwise. None of SPAC, Pubco or the Company gives any assurance that any of SPAC, the Company or Pubco will achieve
its expectations. The inclusion of any statement in Current Report on Form 8-K does not constitute an admission by SPAC, Pubco or the
Company 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 |
| 10.1 |
|
Amendment No. 2 to the
Business Combination Agreement dated as of March 17, 2026, by and among SPAC, Pubco, SPAC Merger Sub, Company Merger Sub, the Company, the Seller, DV, DVII and Astral. |
| 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.
| |
Mountain Lake Acquisition Corp. |
| |
|
|
| |
By: |
/s/ Paul Grinberg |
| |
|
Name: |
Paul Grinberg |
| |
|
Title: |
Chief Executive Officer and Chairman of the Board of Directors |
Dated: March 17, 2026
4
