Mountain Lake Acquisition Corp. (MLAC) SEC Filings, Nov 2025-Feb 2026

Mountain Lake Acquisition Corp. disclosed that it, Avalanche Treasury Corporation (Pubco) and related merger parties entered into a Business Combination Agreement dated October 1, 2025 to combine and that Pubco and Newco intend to file a Registration Statement on Form S-4 in connection with the Business Combination and a concurrent Private Placement. The Proxy Statement/Prospectus will be mailed to Mountain Lake shareholders for voting, and additional SEC filings are expected.

Mountain Lake Acquisition Corp. is a blank-check company that raised $230,000,000 in its December 2024 IPO and placed $231,150,000 (including private unit proceeds) into a trust account for an initial business combination.

Public shareholders are entitled to redeem their Class A Ordinary Shares, initially at about $10.05 per share plus interest, in connection with a business combination, certain charter amendments, or if no deal is completed within an 18‑month window. As of February 20, 2026, there were 23,805,000 Class A and 7,187,500 Class B Ordinary Shares outstanding.

The company has entered into a Business Combination Agreement with Avalanche Treasury Corporation and related entities, under which Mountain Lake will domesticate to Delaware and complete a two-step merger structure, leaving AVAT as the publicly traded parent. The report emphasizes the management team’s SPAC experience, deal-sourcing network, and detailed mechanics for redemptions, voting thresholds, and possible extensions.

Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah have filed Amendment No. 1 to a Schedule 13G for Mountain Lake Acquisition Corp. They report beneficial ownership of 2,000,000 Class A ordinary shares, representing 8.4% of the class.

The shares are held by Tenor Opportunity Master Fund, Ltd., with Tenor Capital as investment manager and Robin Shah as managing member of Tenor Management GP, LLC, the general partner of Tenor Capital. Because of these roles, each reporting person may be deemed to share voting and dispositive power over the shares, though each disclaims beneficial ownership except to the extent of any pecuniary interest.

The 8.4% figure is based on 23,805,000 shares stated as issued and outstanding in the issuer’s 10-Q filed on November 10, 2025. The reporting persons certify that the securities were not acquired and are not held for the purpose of changing or influencing control of the issuer.

Bank of Montreal and affiliates filed Amendment No. 3 to a Schedule 13G reporting their holdings in Mountain Lake Acquisition Corp. They report beneficial ownership of 137,132 Class A ordinary shares, representing 0.56% of the class as of the event date.

The filing lists Bank of Montreal and Bank of Montreal Europe Public Limited Company as having sole voting and dispositive power over these shares. The group certifies the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

Mountain Lake Acquisition Corp. reported that it entered into Amendment No. 1 to its Business Combination Agreement with Avalanche-related entities. The amendment adds Astral Horizon, L.P. and two Dragonfly Ventures funds as formal parties, aligning them with the same obligations as the original seller.

Company units held by the new Dragonfly funds will receive one Pubco Class A share and one Pubco Class B share per unit in the merger. The amendment also redirects Additional Consideration at closing so that 4,000,000 Pubco Class A shares are issued to Astral, with no Class B shares as additional consideration because Pubco Class B stock will be issued to seller-related parties. Certain seller representations are now made severally by the expanded seller group, and various references and an exhibit are updated, effective as of October 1, 2025.

Mountain Lake Acquisition Corp. (MLAC), Avalanche Treasury Corporation (Pubco) and Avalanche Treasury Company LLC (Newco) describe their planned business combination and a concurrent private placement, together called the Proposed Transactions. The companies plan to file a Form S-4 registration statement, including a proxy statement/prospectus, so Mountain Lake shareholders can vote on the deal.

Management commentary highlights Avalanche’s blockchain as enterprise-focused infrastructure and positions AVAX as a potential core asset for Pubco’s planned strategy, including holding AVAX, generating yield, partnering with Avalanche-based technology firms and offering AVAX-related advisory services. The communication contains extensive forward-looking statements and outlines key risks, including the possibility the transactions are not completed, high AVAX price volatility, listing and regulatory uncertainties, shareholder redemptions and execution challenges once Pubco operates as a public, AVAX-focused company.

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.