Mountain Lake Acquisition Corp.
01/13/2026 | Press release | Distributed by Public on 01/13/2026 15:45
Material Agreement (Form 8-K)
Item 1.01. Entry into a Material Definitive Agreement.
First 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 (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.
In connection with the Business Combination Agreement, 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"), pursuant to which, among other things, the parties thereto agree that:
| (i) | Astral and the DVs were added as parties to the Business Combination Agreement and they agreed to be bound by, and to comply with, the terms and conditions of the Business Combination Agreement, in the same manner as if they were original signatories thereto; | |
| (ii) | the Company Units held by the DVs are to be treated as the Company Units held by Seller such that, as a result of the Company Merger, the DVs will receive one (1) Pubco Class A Stock and one (1) Pubco Class B Stock for each Company Unit held by the DVs; | |
| (iii) | the Additional Consideration to be issued at Closing will (i) be issued to Astral rather than to Seller as provided in the Original Business Combination Agreement, and (ii) consist of 4,000,000 shares of Pubco Class A Stock only, with no Pubco Class B Stock to be allotted as Additional Consideration because Pubco Class B Stock will be issued to Seller Related Parties; | |
| (iv) | the Representations and Warranties under Article VII (Representations and Warranties of the Seller) of the Original Business Combination Agreement are to be made severally but not jointly by the Seller Related Parties and Astral rather than solely by Seller as provided in the Original Business Combination Agreement; | |
| (v) | certain references to the Seller (as specified in the First Amendment) shall be considered as references to the Seller Related Parties, Astral or the Seller Related Parties and/or Astral, as applicable; | |
| (vi) | Exhibit E to the Original Business Combination Agreement be deleted in its entirety and replaced by the new Exhibit E, in the form attached to the First Amendment; and | |
| (vii) |
The First Amendment is effective as of October 1, 2025. |
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