Avalanche Treasury 10-Q顯示AVAX公允價值變動致季度虧損2678萬美元

Avalanche Treasury Corporation_March 31, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
March 31, 2026
☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Avalanche Treasury Corporation

(Exact Name of Registrant as Specified in its Charter)

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Delaware
  ​ ​ ​
001-43345
  ​ ​ ​
39-4863126

(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)

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11 W. 42nd Street 2nd Floor
New York, NY
  ​ ​ ​
10036

(Address of Principal Executive Offices)
(Zip Code)

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Registrant’s telephone number, including area code: (332) 240-1155

 

N/A

(Former name or former address, if changed since last report)

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Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class
  ​ ​ ​
Trading Symbol(s)
  ​ ​ ​
Name of each exchange on which registered

Class A common stock, par value $0.01 per share
AVAT
 
The Nasdaq Stock Market LLC

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
☐
Accelerated filer
☐

Non-accelerated filer
☒
Smaller reporting company
☒ 

Emerging growth company
☒ 
 
 

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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of June 25, 2026, 39,514,805 shares of Class A common stock, par value $0.01 per share and 5,805,639 shares of Class B common stock, were issued and outstanding.
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Explanatory Note
On June 11, 2026, Avalanche Treasury Corporation (“Pubco”) consummated its previously announced business combination pursuant to that certain Business Combination Agreement, dated October 1, 2025 (as amended, modified, supplemented modified and/or restated from time to time, the “Business Combination Agreement”), by and among Avalanche Treasury Corporation, Mountain Lake Acquisition Corp., at that time a Cayman Islands exempted company (“MLAC”), Avalanche SPAC Merger Sub LLC, a Delaware limited liability company, Avalanche Company Merger Sub LLC, a Delaware limited liability company, Avalanche Treasury Company LLC, a Delaware limited liability company, Dragonfly Digital Management, LLC, a Delaware limited liability company (“Seller”), Dragonfly Ventures L.P., a Cayman Islands exempted limited partnership, Dragonfly Ventures II, L.P., a Cayman Islands exempted limited partnership (together with the Seller, the “Seller Related Parties”) and Astral Horizon, L.P., a Delaware limited partnership.
The business combination was accounted for as a reverse recapitalization under Accounting Standards Codification (“ASC”) 805, with MLAC being treated as the acquired company for financial reporting purposes and Pubco as the accounting “acquirer.” Accordingly, the financial statements of the combined entity will represent a continuation of the financial statements of Pubco with the business combination treated as the equivalent of Pubco issuing stock for the net assets of MLAC, accompanied by a recapitalization. The net assets of MLAC were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination were those of Avalanche Treasury Company LLC.
This Quarterly Report on Form 10-Q (this “Quarterly Report” or “Form 10-Q”) is filed by Avalanche Treasury Corporation under its current name and CIK, but includes the financial statements as of and for the three months ended March 31, 2026 and Management’s Discussion and Analysis of Financial Condition and Results of Operations of Avalanche Treasury Company, LLC (the predecessor) and the financial statements as of and for the three months ended March 31, 2026 and Management’s Discussion and Analysis of Financial Condition and Results of Operations of Avalanche Treasury Corporation (the successor).
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Forward-Looking Statements
This Quarterly Report contains statements that may constitute “forward-looking statements” for purposes of the federal securities laws. Forward-looking statements include, but are not limited to, statements regarding MLAC, Pubco, Avalanche Treasury Company, LLC and their respective management teams’ expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Current Report may include, for example, statements about:
●the failure to realize the anticipated benefits of the Business Combination and any transactions contemplated thereby;
●the outcome of any potential legal proceedings that may be instituted against Avalanche Treasury Company LLC, Pubco, MLAC or others following announcement of the Business Combination;
●the failure of Pubco to maintain the listing of its securities on Nasdaq;
●ongoing costs related to the Business Combination and as a result of Pubco becoming a public company;
●changes in business, market, financial, political and regulatory conditions;
●the ability of Pubco to grow and manage growth profitably;
●risks relating to Pubco’s anticipated operations and business, including the success of any future acquisitions;
●Pubco’s ability to retain its management and key employees;
●the risk that issuances of equity or debt securities, including issuances of equity securities in connection with Pubco’s acquisition strategy, may adversely affect the value of Pubco’s common stock and dilute its stockholders;
●the risk that Pubco experiences difficulties managing its growth and expanding operations following the consummation of the Business Combination;
●challenges in implementing the business plan, due to lack of an operating history, operational challenges, significant competition and regulation;
●the price and volatility of AVAX;
●AVAX’s prominence as a digital asset and Avalanche as the foundation of a new financial system;
●the ability to develop and maintain effective internal controls and procedures or correct the previously identified material weakness;
●the macro and political conditions surrounding AVAX, Avalanche and digital assets generally;
●the planned business strategy, including Pubco’s ability to raise capital to continue to acquire additional AVAX, to secure participation and contribution from AVAX holders through in-kind investments, to successfully deploy and apply financial trading strategies or risk-management techniques in its active management of its AVAX holdings;
●generation of AVAX yield through the delegation or staking of AVAX to validators and the deployment of AVAX, digital assets or fiat to traders, market makers, asset managers and other crypto market participants to with the goal of adopting conservative approaches focused on preservation and consistent returns;

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●potential growth avenues organically through (i) expanding the talent base, potential product offering and partnerships, and (ii) inorganically through selective minority investments, joint ventures and acquisitions where the Company believes such transactions have the potential to accelerate the expansion of Avalanche-related capabilities and AVAX accumulation; and
●Pubco’s ability to provide its shareholders with differentiated AVAX exposure, including plans and use of proceeds as well as any potential future capital raises.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report. These forward-looking statements are based on information available as of the date of this Quarterly Report, and current expectations, forecasts and assumptions and involve a number of judgments, risks and uncertainties, including those described in the section entitled “Risk Factors” in the definitive proxy statement/prospectus (the “Proxy Statement/Prospectus”) included in the Registration Statement on Form S-4 (File No. 333-294684) filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2026. Accordingly, forward-looking statements should not be relied upon as representing the views of Pubco as of any subsequent date, and Pubco does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. It is not possible for Pubco management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements in this Quarterly Report.
The forward-looking statements included in this Quarterly Report are made only as of the date hereof. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. We do not undertake any obligation to update publicly any forward-looking statements for any reason after the date of this Quarterly Report to conform these statements to actual results or to changes in expectations, except as required by law.
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AVALANCHE TREASURY CORPORATION (SUCCESSOR)
TABLE OF CONTENTS
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Page 

Part I. Financial Information
1

Item 1.
Financial Statements
 

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Avalanche Treasury Corporation (Successor)
 

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Condensed Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025
1

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Condensed Statements of Operations for the three months ended March 31, 2026 (unaudited)
2

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Condensed Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2026 (unaudited)
3

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Condensed Statements of Cash Flows for the three months ended March 31, 2026 (unaudited)
4

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Notes to Unaudited Condensed Financial Statements
5

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Avalanche Treasury Company, LLC (Predecessor)
 

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Condensed Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025
14

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Condensed Statements of Operations for the three months ended March 31, 2026 (unaudited)
15

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Condensed Statements of Changes in Members’ Equity for the three months ended March 31, 2026 (unaudited)
16

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Condensed Statements of Cash Flows for the three months ended March 31, 2026 (unaudited)
17

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Notes to Unaudited Condensed Financial Statements
18

Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
36

Item 3.
Quantitative and Qualitative Disclosures Regarding Market Risk
45

Item 4.
Controls and Procedures
46

Part II. Other Information
47

Item 1.
Legal Proceedings
47

Item 1A.
Risk Factors
47

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities
47

Item 3.
Defaults Upon Senior Securities
47

Item 4.
Mine Safety Disclosures
47

Item 5.
Other Information
47

Item 6.
Exhibits
48

Part III. Signatures
49

​
​
​

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AVALANCHE TREASURY CORPORATION
BALANCE SHEET
AS OF MARCH 31, 2026 AND DECEMBER 31, 2025
​
​

​

​

​

​

​

​

​
  ​ ​ ​
March 31, 2026
  ​ ​ ​
​
​

​
​
(unaudited)
​
December 31, 2025

ASSETS
 
​
  ​
 
​
  ​

Current Assets
 
​
  ​
 
​
  ​

Deferred transaction costs
​
$
 2,224,203
​
$
 1,629,758

Total Current Assets
​
 
 2,224,203
​
 
 1,629,758

TOTAL ASSETS
​
$
 2,224,203
​
$
 1,629,758

​
​
​
​
​
​
​

COMMITMENTS AND CONTINGENCIES (NOTE 6)
​
 
  ​
​
 
  ​

​
​
​
​
​
​
​

LIABILITIES AND STOCKHOLDER’S DEFICIT
​
 
  ​
​
 
  ​

Current Liabilities
​
 
  ​
​
 
  ​

Accrued transaction costs
​
$
 282,214
​
$
 121,703

Accounts payable and accrued expenses
​
 
 447,662
​
 
 72,161

Accrued legal fees
​
 
 200,820
​
 
 157,427

Due to related party
​
 
 1,578,524
​
 
 1,423,849

Total Current Liabilities
​
 
 2,509,220
​
 
 1,775,140

TOTAL LIABILITIES
​
 
 2,509,220
​
 
 1,775,140

​
​
​
​
​
​
​

STOCKHOLDER’S DEFICIT
​
 
  ​
​
 
  ​

Common stock, $0.01 par value; 1,000 shares authorized; 1,000 issued and outstanding as of March 31, 2026 and December 31, 2025
​
 
 10
​
 
 10

Subscription receivable
​
 
 (10)
​
 
 (10)

Accumulated deficit
​
 
 (285,017)
​
 
 (145,382)

Total Stockholder’s Deficit
​
 
 (285,017)
​
 
 (145,382)

TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT
​
$
 2,224,203
​
$
 1,629,758

​
The accompanying notes are an integral part of these unaudited condensed financial statements.
​

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Table of Contents

AVALANCHE TREASURY CORPORATION
CONDENSED STATEMENT OF OPERATIONS
(UNAUDITED)
​
​

​

​

​

​
  ​ ​ ​
For the three months ended

​
​
March 31, 2026

Operating expenses:
 
​
  ​

General and administrative
​
$
 139,635

Net loss
​
$
 (139,635)

​
​
​
​

Weighted average number of shares of common stock outstanding, basic and diluted
​
 
 1,000

Basic and diluted net loss per share of common stock
​
 
 (139.64)

​
The accompanying notes are an integral part of these unaudited condensed financial statements.
​

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Table of Contents

AVALANCHE TREASURY CORPORATION
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDER’S EQUITY
(UNAUDITED)
​
​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
Common Stock
​
​
​
​
  ​ ​ ​
​

​
  ​ ​ ​
​
  ​ ​ ​
​
​
  ​ ​ ​
​
​
  ​ ​ ​
  ​ ​ ​
​
  ​ ​ ​
Total

​
​
​
​
​
​
​
Subscription
​
Accumulated
​
Stockholder’s

​
​
Shares
​
Amount
​
receivable
​
Deficit
​
Deficit

Balance, December 31, 2025
 
 1,000
​
$
 10
​
$
 (10)
​
$
 (145,382)
​
$
 (145,382)

Net loss
 
 —
​
 
 —
​
 
 —
​
 
 (139,635)
​
 
 (139,635)

Balance, March 31, 2026
 
 1,000
​
$
 10
​
$
 (10)
​
$
 (285,017)
​
$
 (285,017)

​
The accompanying notes are an integral part of these unaudited condensed financial statements.
​

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Table of Contents

AVALANCHE TREASURY CORPORATION
CONDENSED STATEMENT OF CASH FLOWS
(UNAUDITED)
​
​

​

​

​

​
  ​ ​ ​
For the three months ended

​
​
March 31, 2026

CASH FLOWS FROM OPERATING ACTIVITIES
 
​
  ​

Net loss
​
$
 (139,635)

Adjustments to reconcile net loss to net cash used in operations:
​
 
  ​

Deferred transaction costs
​
 
 (433,934)

Accounts payable and accrued expenses
​
 
 375,501

Accrued legal fees
​
 
 43,393

Due to related party
​
 
 154,675

CASH USED IN OPERATING ACTIVITIES
​
 
 —

​
​
​
​

Net change in cash
​
 
 —

Cash, beginning of period
​
 
 —

Cash, end of period
​
$
 —

​
​
​
​

Non-cash investing and financing activities:
​
 
  ​

Deferred transaction costs included in accrued transaction costs
​
$
 160,511

​
The accompanying notes are an integral part of these unaudited condensed financial statements.
​

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Table of Contents

AVALANCHE TREASURY CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026
Note 1. Organization
Description of Business
Avalanche Treasury Corporation (the “Company” or “PubCo”) was incorporated in Delaware on September 22, 2025. The Company was formed to be the public registrant in connection with the Business Combination Agreement, as disclosed in Note 6.
Note 2. Liquidity and Going Concern
For the three months ended March 31, 2026, the Company has not generated revenue and has incurred net losses since inception. As of March 31, 2026, the Company had no cash on hand and a working capital deficit of $285,017.
The Company assesses its liquidity in terms of its ability to generate adequate amounts of cash to meet current and future needs. Its expected primary uses of cash on a short- and long-term basis are for working capital requirements, business acquisitions, and other liquidity needs. The Company’s management expects that future operating losses and negative operating cash flows may increase from historical levels because of additional costs and expenses related to the business operations and the development of market and strategic relationships with other businesses.
The Company’s future capital requirements will depend on many factors, including the timing of the consummation of the Business Combination Agreement, as defined in Note 6. In order to finance these opportunities, the Company will need to raise additional financing. While there can be no assurances, the Company intends to raise such capital through issuances of additional common stock. If additional financing is required from outside sources, the Company may not be able to raise such capital on terms acceptable to the Company or at all. If the Company is unable to raise additional capital when desired, the Company’s business, results of operations, and financial condition would be materially and adversely affected.
In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASC Subtopic 205-40), management has evaluated whether conditions and events, considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. Based on this assessment, management has determined that the Company’s current liquidity condition, recurring losses since inception, and lack of committed financing raise substantial doubt about the Company’s ability to continue as a going concern within one year after the issuance date of these financial statements.
Management’s plans to alleviate this substantial doubt primarily consist of seeking additional capital through the issuance of equity securities and/or other financing arrangements and completing the Business Combination Agreement described in Note 6. However, the completion of the transactions contemplated thereby is subject to the approval of Mountain Lake Acquisition Corp.’s shareholders among other closing conditions that are not within the parties’ control. There is no assurance that the necessary shareholder approvals will be obtained, the required closing conditions will be satisfied or waived, the Company will raise additional capital it needs to fund its operations, or that the transactions contemplated by the Business Combination Agreement will be completed. Accordingly, management has concluded that substantial doubt about the Company’s ability to continue as a going concern is not alleviated.

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Table of Contents

Note 3. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the accounting rules and regulations of the Securities and Exchange Commission (the “SEC”). References to GAAP issued by the Financial Accounting Standards Board (“FASB”) in these accompanying notes to the unaudited condensed financial statements are to the FASB Accounting Standards Codification (“ASC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these unaudited condensed financial statements should be read in conjunction with the audited financial statements and the notes thereto included in the Company’s Registration Statement on Form S-4, as filed with the SEC.
Use of Estimates
The preparation of the accompanying financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts and disclosure of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate is the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
There were no significant estimates for the three months ended March 31, 2026.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution. Cash accounts in a financial institution may at times exceed the Federal Depository Insurance Corporation limit. There was no cash at March 31, 2026 and December 31, 2025.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity date of three months or less when purchased to be cash equivalents. The Company did not have any cash or cash equivalents as of March 31, 2026 and December 31, 2025.
Net Loss Per Share
Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock.
The computation of basic and dilutive net income per common stock for the three months ended March 31, 2026 is as follows:
​
​

​

​

​

​
  ​ ​ ​
For the three months ended

​
​
March 31, 2026

Numerator:
 
​
  ​

Net loss
​
$
 (139,635)

​
​
​
​

Denominator:
​
 
  ​

Weighted-average number of shares of common stock outstanding - basic and diluted
​
 
 1,000

Basic and diluted net loss per share of common stock
​
$
 (139.64)

​

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Table of Contents

Segment Information
ASC 280, “Segment Reporting” (“ASC 280”), defines operating segments as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company operates as a single operating segment. The Company’s CODM is the Chief Executive Officer, who has ultimate responsibility for the operating performance of the Company and the allocation of resources. Currently, the CODM currently reviews total expenses as the primary measure to manage the business and does not segment the business for internal reporting or decision making. The CODM does not review segment assets at a level other than that presented in the Company’s balance sheet. There are no significant expense categories regularly provided to the CODM beyond those disclosed in the statement of operations.
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. There are no derivative financial instruments as of March 31, 2026 and December 31, 2025.
Income taxes
The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740 “Income Taxes”, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and the measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Deferred Transaction Costs
The Company capitalizes transaction costs, which primarily consist of direct, incremental legal, professional, and other third-party fees relating to the Company’s closing of the Transactions and are presented as an asset in the balance sheet. The deferred costs will be offset against proceeds upon the consummation of an offering resulting from the closing of the Transactions. If the Transactions are not consummated, such deferred costs would be expensed in the period in which the Transactions are abandoned. As of March 31, 2026 and December 31, 2025, deferred transaction costs totaled $2,224,203 and $1,629,758, respectively.

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Table of Contents

Recent Accounting Pronouncements:
Recent Accounting Pronouncements, not yet adopted:
ASU 2024-03, “Disaggregation of Income Statement Expenses (“DISE”)” (“ASU 2024-03”) requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosure about selling expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 31, 2027, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its financial statements and disclosures.
In May 2025, the FASB issued ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. The standard revises current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a variable interest entity (“VIE”) that meets the definition of a business. The amendments differ from current U.S. GAAP because, for certain transactions, they replace the requirement that the primary beneficiary of a VIE is always the acquirer with an assessment that requires an entity to consider the factors to determine which entity is the accounting acquirer. Under the amendments, acquisition transactions in which the legal acquiree is a VIE will, in more instances, result in the same accounting outcomes as economically similar transactions in which the legal acquiree is a voting interest entity. The ASU does not change the accounting for a transaction determined to be a reverse acquisition or a transaction in which the legal acquirer is not a business and is determined to be the accounting acquiree. The new guidance will become effective for interim and annual reporting periods beginning on January 1, 2027, will require a prospective transition method for business combinations that occur after the initial adoption date, and early adoption is permitted. Management is currently evaluating the impact of the new standard on the Company’s financial statements.
Recently Adopted Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information related to income taxes paid to enhance the transparency and decision usefulness of income tax disclosures. This ASU will be effective for the annual period ending December 31, 2025, with early adoption permitted. The adoption of this guidance did not have an impact on the Company’s financial statements.
Note 4. Stockholder’s Deficit
Common stock — The Company is authorized to issue 1,000 shares of common stock with $0.01 par value. As of March 31, 2026 and December 31, 2025, there were 1,000 shares of common stock issued and outstanding which was issued as the initial contribution for a nominal amount. Each share of common stock entitles the holder to one vote.
On September 25, 2025, Seller (as defined below) subscribed for 1,000 shares of common stock of the Company for $0.01 per share or $10 in the aggregate. The Company has recorded a $10 subscription receivable for the shares issued which is included in stockholder’s deficit as of March 31, 2026 and December 31, 2025.
Note 5. Related Party Transactions
Due to related party
The amounts due to related party represent legal fees previously invoiced and paid on behalf of the Company by Avalanche Treasury Company LLC, an affiliate and related party. As of March 31, 2026 and December 31, 2025, $1,578,524 and $1,423,849, respectively, was recorded in due to related party on the balance sheet.

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Table of Contents

Note 6. Commitments and Contingencies
Business Combination Agreement
On October 1, 2025, Pubco entered into a Business Combination Agreement (the “Agreement”) with Mountain Lake Acquisition Corp. (“SPAC”), Avalanche Treasury Company LLC, a Delaware limited liability company (“OpCo”), Avalanche SPAC Merger Sub LLC (“SPAC Merger Sub”), Avalanche Company Merger Sub LLC (“Company Merger Sub,” and together with SPAC Merger Sub, the “Company Subsidiaries”), and Dragonfly Digital Management, LLC (the “Seller”), pursuant to which the transactions contemplated therein (collectively, the “Closing”) will be consummated.
Under the terms of the Agreement, and subject to its conditions, (i) SPAC Merger Sub will merge with and into SPAC (the “SPAC Merger”), with SPAC continuing as the surviving entity and a wholly owned subsidiary of Pubco, and (ii) Company Merger Sub will merge with and into OpCo (the “Subsidiary Merger,” and together with the SPAC Merger, the “Mergers”).
In connection with the Subsidiary Merger, each member of OpCo other than the Seller will receive one share of the Pubco’s Class A common stock, par value $0.01 per share (“Class A Stock”), for each unit held immediately prior to the merger, and the Seller will receive one share of Class A Stock and one share of Class B common stock, par value $0.01 per share (“Class B Stock”), for each unit it holds. As a result of the Closing, Pubco will become a publicly traded entity, and OpCo will become its wholly owned subsidiary.
As additional merger consideration, Pubco will issue to the Seller 4,000,000 shares of Class A Stock and 4,000,000 shares of Class B Stock, of which 2,000,000 shares of each class (the “Seller Earnout Shares”) will be held in escrow and released in tranches if Pubco’s stock achieves VWAP thresholds of $13.00, $15.00, and $17.00 per share, or earlier upon a change in control as defined in the Agreement. Any Seller Earnout Shares not vested by the fifth anniversary of the Closing will be forfeited.
Following the Closing, Class A Stock will carry economic rights and be listed on Nasdaq, while Class B Stock will carry one vote per share but no economic rights and will be held solely by the Seller.
First Amendment to the Business Combination Agreement
On January 13, 2026, SPAC, Pubco, the Pubco Subsidiaries, the Company, Seller Related Parties and Astral Horizon, L.P (“Astral”) entered into the First Amendment, and pursuant to which, among other things, the parties thereto agree that:
(i)Astral and Dragonfly Ventures, L.P, a Cayman Islands exempted limited partnership (“DV”) and Dragonfly Ventures, II L.P, a Cayman Islands exempted limited partnership (“DV II”, and together with DV, “DVs” and together with the Seller “Seller Related Parties) were added as parties to the Agreement and they agreed to be bound by, and to comply with, the terms and conditions of the 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 Merger Consideration Shares to be issued at Closing will (i) be issued to Astral rather than to Seller as provided in the original version of the 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 of the Seller 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 version of the 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;

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Table of Contents

(vi)Exhibit E (Terms of Pubco Stock) to the original version of the Agreement be deleted in its entirety and replaced by the new Exhibit E, in the form attached to the First Amendment.
(vii)The First Amendment