Form 8-K

8-K — Avalanche Treasury Corp

Accession: 0001104659-26-106101

Filed: 2026-09-09

Period: 2026-09-08

CIK: 0002092446

SIC: 6199 (FINANCE SERVICES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — tm2625032d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2625032d1_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (tm2625032d1_ex10-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2625032d1_8k.htm · Sequence: 1

false

0002092446

2026-09-08

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13

or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date

of earliest event reported): September 8, 2026

AVALANCHE TREASURY CORPORATION

(Exact Name of Registrant

as Specified in Charter)

Delaware

001-43345

39-4863126

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

W. 42nd Street 2nd Floor

New

York, NY

10036

(Address of Principal Executive Offices, and

Zip Code)

(332) 240-1155

Registrant’s Telephone Number, Including

Area Code

(Former Name or Former Address, if Changed Since

Last Report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction

A.2. below):

Written communication pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

Pre-commencement communication pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act

(17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of

the Act:

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

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging

growth company x

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. ¨

Item 5.02. Departure of Directors or Certain Officers; Election

of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 8, 2026,

Avalanche Treasury Corporation (the “Company”) resolved to increase the number of directors of the Company from three

to four directors and appointed Ms. Virginia Gambale to the Board, effective September 8, 2026. In addition, the Board appointed

Ms. Gambale to the audit committee of the board (the “Audit Committee”).

Also effective September 8,

2026 Mr. Gerald Bartholomew Smith resigned from the Audit Committee. Mr. Smith has not resigned from any of his other positions with

the Company and remains a member of the Board of Directors. Effective September 8, 2026, the Audit Committee has two members who

qualify as independent pursuant to Rule 10A-3 of the Exchange Act, as permitted during the phase-in period under Nasdaq Rule 5615(b)(1)(B).

In connection with her appointment,

Ms. Gambale entered into a director services agreement, a copy of which is filed herewith as Exhibit 10.1 and the Company’s standard

form of indemnification agreement, which was filed as Exhibit 10.15 to the Company’ Current Report on Form 8-K filed on June 17,

2026.

On September 8, 2026,

Mr. Paul Grinberg, Chair of the Audit Committee, member of the Nominating and Corporate Governance Committee and the Compensation Committee

also entered into a director services agreement, a copy of which is filed herewith as Exhibit 10.2.

Under the respective director

services agreements, Ms. Gambale and Mr. Grinberg will receive compensation pursuant to the Company’s director compensation policy

in effect from time to time. The Company will also reimburse Ms. Gambale and Mr. Grinberg for all reasonable travel and other out-of-pocket

expenses incurred in connection with rendering services for the Company. The foregoing description of the director services agreements

is a summary and qualified in its entirety by reference to the full text of the relevant exhibit.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1(1)

Director Services Agreement between the Company and Ms. Virginia Gambale, dated September 8, 2026.

10.2(1)

Director Services Agreement between the Company and Mr. Paul Grinberg, dated September 8, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

(1) Certain schedules, exhibits and similar attachments

have been omitted in accordance with Regulation S-K Item 601(a)(5). The registrant agrees to furnish supplementally a copy of all omitted

information to the SEC upon its request.

Signature

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

AVALANCHE TREASURY CORPORATION

Date: September 9, 2026

By:

/s/ Gerald

Bartholomew Smith

Name:

Gerald Bartholomew Smith

Title:

Chief Executive Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2625032d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

AVALANCHE TREASURY

CORPORATION

INDEPENDENT DIRECTOR AGREEMENT

This Independent Director

Agreement (this “Agreement”) is made and entered into as of September 8, 2026, by and between Avalanche Treasury Corporation

(the “Company”), a Delaware corporation, and Virginia Gambale (the “Director”).

SERVICES

1.1

Board of Directors. The Director will be appointed to serve as a director of the Company’s Board of Directors (the

“Board”), effective as of September 8, 2026 (the “Effective Date”), until the date on which the

Director ceases to be a member of the Board for any reason (the “Expiration Date”). The Director’s service as

a member of the Board will be subject to (i) applicable law and (ii) renomination and reelection by the stockholders of the Company in

accordance with the Company’s by-laws and other governing documents.

1.2

Director Services. The Director’s services to the Company hereunder shall include service on (i) the Board and (ii)

any committee of the Board such Director may be appointed to by the Board, in accordance with applicable law, regulation and stock exchange

rules, and such other services mutually agreed to by the Director and the Company (the “Director Services”).

II.

COMPENSATION

2.1

Expense Reimbursement. The Company shall reimburse the Director for all reasonable travel and other out-of-pocket expenses

incurred in connection with the Director Services rendered by the Director and in accordance with applicable Company policies.

2.2

Compensation to Director. The Director shall receive from the Company compensation pursuant the Company’s director

compensation policy as in effect from time to time.

2.3

Director and Officer Liability Insurance. The Company shall, as soon as reasonably practicable, cause the Director to be

covered by a customary director and officer liability insurance policy to insure, to the extent legally permissible, the Director against

any losses incurred in lawsuits or other legal proceedings brought against the Director in connection with the Director Services.

III.

duties of director

3.1

Fiduciary Duties. In fulfilling the Director’s responsibilities, the Director shall be charged with a fiduciary duty

to the Company. The Director shall be attentive and inform himself/herself of all material facts and other relevant information (in the

Director’s judgment) regarding a decision before taking action. In addition, the Director’s actions shall be motivated solely

by the best interests of the Company.

3.2

Confidentiality. During the Term of this Agreement and at all times following the Expiration Date, the Director shall maintain

in strict confidence all information he/she has obtained or shall obtain from the Company that the Company has designated as “confidential”

or that is by its nature confidential (including confidential supervisory information), relating to the Company’s business, operations,

properties, assets, services, condition (financial or otherwise), liabilities, employee relations, customers (including customer usage

statistics), suppliers, prospects, technology, or trade secrets, except to the extent such information (i) is in the public domain

through no act or omission of the Director, (ii) is required to be disclosed by law or a valid order by a court or other governmental

body, or (iii) is independently learned by the Director outside of his/her relationship with the Company and its affiliates (the “Confidential

Information”).

3.3

Nondisclosure and Nonuse Obligations. The Director will use the Confidential Information solely to perform the Director

Services for the benefit of the Company. The Director will treat all Confidential Information of the Company with the same degree of care

as the Director treats his/her own Confidential Information, and the Director will use his/her best efforts to protect the Confidential

Information. The Director will not use the Confidential Information for his/her own benefit or the benefit of any other person or entity,

except as may be specifically permitted in this Agreement. The Director will immediately give notice to the Company of any unauthorized

use or disclosure by or through him/her, or of which he/she becomes aware, of the Confidential Information. The Director agrees to assist

the Company in remedying any such unauthorized use or disclosure of the Confidential Information.

3.4

Defend Trade Secrets Act Notice. Notwithstanding the nondisclosure obligations herein, pursuant to 18 U.S.C. Section 1833(b),

the Director will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret

that is made: (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and

solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a

lawsuit or other proceeding, if made under seal.

3.5

Return of the Company Property. All materials furnished to the Director by the Company, whether delivered to the Director

by the Company or made by the Director in the performance of Director Services under this Agreement (the “Company Property”),

are the sole and exclusive property of the Company. The Director agrees to promptly deliver the original and any copies of the Company

Property to the Company at any time upon the Company’s request. Upon termination of this Agreement by either party for any reason,

the Director agrees to promptly deliver to the Company or destroy, at the Company’s option, the original and any copies of the Company

Property. The Director agrees to certify in writing that the Director has so returned or destroyed all such Company Property.

IV.

COVENANTS OF director

4.1

No Conflict of Interest. During the Term of this Agreement, the Director shall not be employed by, own, manage, control

or participate in the ownership, management, operation or control of any business entity that is a competitor of the Company or otherwise

undertake any obligation inconsistent with the terms hereof, provided that the Director may continue the Director’s current affiliation

or other current relationships with the entity or entities described on Exhibit A (all of which entities are referred to collectively

as “Current Affiliations”). This Agreement is subject to the current terms and agreements governing the Director’s

relationship with Current Affiliations, and nothing in this Agreement is intended to be or will be construed to inhibit or limit any of

the Director’s obligations to Current Affiliations. The Director represents that nothing in this Agreement conflicts with the Director’s

obligations to Current Affiliations. A business entity shall be deemed to be “competitive with the Company” for purpose of

this Article IV only if and to the extent it engages in the business substantially similar to the Company’s business. If the Director

undertakes any duty, investment or other obligation that may present a conflict of interest prohibited under this Section 4.1, the Director

shall inform the Board in advance. If the Board decides such proposed new obligation would present an actual conflict of interest prohibited

hereunder and the Director still undertakes the new obligation, the Board shall have the right to remove the Director from the Board.

4.2

Noninterference with Business. During the Term of this Agreement, and for a period of one (1) year after the Expiration

Date, the Director agrees not to interfere with the business of the Company in any manner. By way of example and not of limitation, the

Director agrees not to solicit or induce any employee, independent contractor, customer or supplier of the Company to terminate or breach

his/her/its employment, contractual or other relationship with the Company.

Term

5.1

Term. This Agreement is effective as of the Effective Date as provided for in Section 1.1 above and will continue until

the Expiration Date (the “Term”).

5.2

Survival. The rights and obligations contained in Articles III and IV will survive any termination or expiration of this

Agreement.

VI.

Miscellaneous

6.1

Assignment. Except as expressly permitted by this Agreement, neither party shall assign, delegate, or otherwise transfer

any of its rights or obligations under this Agreement without the prior written consent of the other party. Subject to the foregoing,

this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives,

successors and assigns.

6.2

No Waiver. The failure of any party to insist upon the strict observance and performance of the terms of this Agreement

shall not be deemed a waiver of other obligations hereunder, nor shall it be considered a future or continuing waiver of the same terms.

6.3

Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice

deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification

of receipt; (iii) by facsimile transmission upon acknowledgment of receipt of electronic transmission; or (iv) by certified

or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth on the signature

page of this Agreement or such other address as either party may specify in writing.

6.4

Governing Law. This Agreement shall be governed in all respects by the laws of the State of Delaware.

6.5

Severability. Should any provisions of this Agreement be held by a court of law to be illegal, invalid or unenforceable,

the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.

6.6

Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to this subject matter and

supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. The terms of this Agreement will govern

all Director Services undertaken by the Director for the Company.

6.7

Amendments. This Agreement may only be amended, modified or changed by an agreement signed by the Company and the Director.

The terms contained herein may not be altered, supplemented or interpreted by any course of dealing or practices.

6.8

Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed an original, but all of

which together shall constitute one and the same instrument.

[The remainder of this page

is intentionally left blank.]

IN WITNESS WHEREOF, the parties have executed this

Agreement as of the date first written above.

Company:

AVALANCHE

TREASURY CORPORATION

By:

/s/

Laine Mihalchick Moljo

Name:

Laine

Mihalchick Moljo

Title:

Chief

Operating Officer

Director:

VIRGINIA

GAMBALE

/s/

Virginia Gambale

Virginia

Gambale

[Signature Page to Director Services

Agreement]

EXHIBIT A

Director’s Current Affiliations

[Exhibit A to Director Services Agreement]

EXHIBIT B

Form of Director Indemnification Agreement

[Exhibit B to Director Services Agreement]

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: tm2625032d1_ex10-2.htm · Sequence: 3

Exhibit 10.2

AVALANCHE TREASURY

CORPORATION

INDEPENDENT DIRECTOR AGREEMENT

This Independent Director

Agreement (this “Agreement”) is made and entered into as of September 8, 2026, by and between Avalanche Treasury Corporation

(the “Company”), a Delaware corporation, and Paul Grinberg (the “Director”).