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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):
June 4, 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 5.07 Submission of Matters to a Vote of
Security Holders
On June 4, 2026, Mountain Lake Acquisition Corp.,
a Cayman Islands exempted company (“MLAC”), held an extraordinary general meeting in lieu of an annual general meeting of
its shareholders (the “Meeting”), at which the following proposals were submitted to a vote of MLAC shareholders. The proposals
listed below are described in more detail in MLAC’s definitive proxy statement filed with the Securities and Exchange Commission
(the “SEC”) on May 14, 2026, as supplemented (the “Definitive Proxy Statement”). Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to them in the Definitive Proxy Statement, as applicable.
Only MLAC shareholders of record as of the close
of business on April 15, 2026, the record date for the Meeting, were entitled to vote at the Meeting. As of the record date, 30,992,500
MLAC ordinary shares were issued and outstanding, consisting of 23,805,000 MLAC Class A Ordinary Shares (as defined below) and 7,187,500
Class B ordinary shares, par value $0.0001 per share, of MLAC (the “MLAC Class B Ordinary Shares”). The final voting results
for each matter submitted to a vote of MLAC shareholders at the Meeting are as follows:
Proposal 1 - The Business Combination Proposal
- To approve and adopt, by an ordinary resolution, the Business Combination Agreement (as amended, restated or otherwise modified
from time to time, the “Business Combination Agreement”), dated as of October 1, 2025, by and among MLAC, Avalanche Treasury
Corporation, a Delaware corporation (“Pubco”), Avalanche SPAC Merger Sub LLC, a Delaware limited liability company (“MLAC
Merger Sub”), Avalanche Company Merger Sub LLC, a Delaware limited liability company (“Company Merger Sub”, and together
with MLAC Merger Sub, the “Pubco Subsidiaries”), Avalanche Treasury Company LLC, a Delaware limited liability company (the
“Company”), Dragonfly Digital Management, LLC, a Delaware limited liability company (“Seller”), Dragonfly Ventures
L.P., a Cayman Islands exempted limited partnership (“DV”), Dragonfly Ventures II L.P., a Cayman Islands exempted limited
partnership (“DVII” and together with DV, “DVs” and DVs together with Seller, the “Seller Related Parties”)
and Astral Horizon L.P., a Delaware limited partnership (“Astral”), pursuant to which, and subject to the terms and conditions
set forth therein, upon the consummation of the transactions contemplated thereby (the “Closing” and the date and time at
which the Closing is actually held, the “Closing Date”), (a) prior to the Closing, MLAC will effect a domestication under
Section 388 of the DGCL and Section 206 of the Cayman Islands Companies Act (As Revised) (the “Cayman Act”) (the “Domestication”),
pursuant to which MLAC will transfer by way of continuation to and become a Delaware corporation, (b) at least two hours after the Domestication,
MLAC Merger Sub will merge with and into MLAC in accordance with the applicable provisions of the General Corporation Law of the State
of Delaware (the “DGCL”) and the Limited Liability Company Act of the State of Delaware (the “DLLCA”), with MLAC
continuing as the surviving company and a wholly-owned subsidiary of Pubco (the “MLAC Merger”), and with MLAC shareholders
receiving one share of non-voting Class A common stock, par value $0.01 per share, of Pubco (“Pubco Class A Stock”) for each
Class A ordinary share, par value $0.0001 per share, of MLAC (the “MLAC Class A Ordinary Shares”) held by such shareholder,
and with each holder of MLAC Rights (as defined herein) receiving one share of Pubco Class A Stock in exchange for every ten (10) MLAC
Rights held by such holder and (c) Company Merger Sub will merge with and into the Company in accordance with the applicable provisions
of the DLLCA, with the Company continuing as the surviving company (the “Company Merger” and, together with the MLAC Merger,
the “Mergers” and, together with the other transactions contemplated by the Business Combination Agreement, including the
Foundation Transaction, the Dragonfly Contribution and the Company Unit Subscription, in each case as defined herein, the “Business
Combination”), and with (i) each Company Member other than Seller receiving one share of Pubco Class A Stock for each Company Unit
(as defined herein) held immediately prior to the effective time of the Company Merger and (ii) Seller receiving one share of Pubco Class
A Stock and one share of Pubco Class B common stock, par value $0.01 per share (“Pubco Class B Stock” and, together with the
Pubco Class A Stock, the “Pubco Stock”) for each Company Unit it holds.
| For |
|
Against |
|
Abstain |
| 27,081,231 |
|
400,898 |
|
4,598 |
Proposal 2 - The Merger Proposal - To approve
and authorize, by a special resolution, the MLAC Merger.
| For |
|
Against |
|
Abstain |
| 27,081,231 |
|
400,898 |
|
4,598 |
Proposal 3 - The Domestication and Organizational
Documents Proposals - To approve, on a non-binding advisory basis, separate proposals as ordinary resolutions to approve the transfer
of the registration of MLAC by way of continuation from the Cayman Islands to the State of Delaware and the material differences between
the amended and restated memorandum and articles of association of MLAC and the first amended and restated certificate of incorporation
of Pubco and Pubco’s first amended and restated bylaws.
Proposal A
The registration of MLAC will be transferred by
way of continuation from the Cayman Islands to the State of Delaware.
| For |
|
Against |
|
Abstain |
| 27,081,231 |
|
400,898 |
|
4,598 |
Proposal B
The authorized capital stock of Pubco will consist
of 550,000,000 Pubco Class A Stock, 100,000,000 Pubco Class B Stock and 50,000,000 shares of preferred stock.
| For |
|
Against |
|
Abstain |
| 26,101,231 |
|
1,380,898 |
|
4,598 |
Proposal C
The size and composition of the board of directors
will be changed to consist of one (1) or more members, each of whom shall be a natural person.
| For |
|
Against |
|
Abstain |
| 27,080,981 |
|
401,148 |
|
401,148 |
Proposal D
The first amended and restated certificate of
incorporation of Pubco and Pubco’s first amended and restated bylaws will provide for an unclassified Pubco Board.
| For |
|
Against |
|
Abstain |
| 27,482,129 |
|
0 |
|
4,598 |
Proposal E
The first amended and restated certificate of
incorporation of Pubco and Pubco’s first amended and restated bylaws will not include provisions related to Pubco’s status
as a blank check company because Pubco is not a blank check company.
| FOR |
|
Against |
|
Abstain |
| 27,081,231 |
|
400,898 |
|
4,598 |
Proposal 4 - The Nasdaq Proposal - To approve,
by an ordinary resolution, for the purposes of complying with the applicable provisions of Nasdaq Rule 5635, (i) the issuance of shares
of Pubco Stock in connection with the Business Combination, (ii) the issuance of shares of Pubco Stock in connection with the Company
Unit Subscription, (iii) the issuance of shares of Pubco Stock in connection with the Dragonfly Contribution, (iv) the issuance of shares
of Pubco Stock in connection with the Foundation Transaction, (v) the issuance of MLAC Class A Ordinary Shares in repayment of
MLAC working capital loans from the Sponsor, and (vi) the reservation for issuance of shares of Pubco Stock that will, upon Closing, be
reserved pursuant to the Pubco 2026 Omnibus Incentive Plan, to the extent such issuances would require shareholder approval under Nasdaq
Rule 5635.
| For |
|
Against |
|
Abstain |
| 27,081,231 |
|
400,898 |
|
4,598 |
Proposal 5 - The Director Election Proposal
- To approve, two (2) directors be elected to the MLAC’s board of directors to serve until MLAC’s third annual general
meeting of shareholders or their earlier death, resignation or removal (including if they are replaced at the consummation of the Business
Combination).
Jeffrey T. Lager
Michael Marquez
| For All |
|
Withhold All |
|
For all Except |
| 26,501,879 |
|
984,848 |
|
0 |
As there were sufficient votes at the time of
the Meeting to approve each of the above proposals, the “Adjournment Proposal” described in the Definitive Proxy Statement
was not presented to MLAC shareholders.
In connection with the Meeting, MLAC shareholders
exercised their rights to redeem an aggregate of 22,846,470 ordinary shares for a pro rata portion of the funds in the trust account
of MLAC (the “Trust Account”). As a result, approximately $243,227,457.91 (approximately $10.65 per share) will be removed
from the Trust Account to pay such shareholders. Following such redemptions, MLAC will have 153,830 Public Shares outstanding.
Item 8.01 Other Events.
On June 1, 2026, Mountain Lake Acquisition Sponsor
LLC (the “Sponsor”) effected a distribution of its assets in accordance with its governing documents, which included the distribution
of 2,781,776 MLAC Class B Ordinary Shares then held by the Sponsor to its constituent members (the “Sponsor Distribution”).
Following the Sponsor Distribution, the Sponsor holds 4,355,724 MLAC Class B Ordinary Shares.
In the Sponsor Distribution, each of Paul Grinberg,
the Chief Executive Officer and Chairman of the Board, Douglas Horlick, Chief Financial Officer, President and Director, and Jaime
W. Vieser, Director, received 478,010 MLAC Class B Ordinary Shares.
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: June 5, 2026
