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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.
Mountain Lake Acquisition Corp. reported that it has entered into a Business Combination Agreement with Avalanche Treasury Corporation, several merger subsidiaries, Avalanche-related entities and Dragonfly Digital Management to create a new publicly traded company, Pubco. The structure includes Mountain Lake’s domestication from Cayman to Delaware, a merger of the SPAC into a Pubco subsidiary, and a merger of Newco into another Pubco subsidiary, with SPAC shareholders receiving one Pubco Class A share for each SPAC Class A ordinary share and one Pubco Class A share for every ten SPAC rights.
The Avalanche Foundation entities agreed to sell 7,317,965.61 AVAX to Newco, while the Seller contributed 1,960,040 AVAX. In parallel, LLC Equity PIPE investors committed to purchase Newco units in a private placement using approximately $119 million in cash, as well as unlocked or locked AVAX, with AVAX-based unit pricing tied to a five-day volume-weighted average price on Binance. A sponsor support agreement and an investor presentation for the private placement were also executed, and Pubco and Newco plan to file a Form S-4 registration statement and proxy/prospectus for Mountain Lake shareholders to vote on the proposed transactions.