03/17/2026 | Press release | Distributed by Public on 03/17/2026 15:20
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.