Form 8-K

8-K — Avalanche Treasury Corp

Accession: 0001104659-26-075150

Filed: 2026-06-17

Period: 2026-06-11

CIK: 0002092446

SIC: 6199 (FINANCE SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Unregistered Sales of Equity Securities

Item: Material Modifications to Rights of Security Holders

Item: Changes in Control of Registrant

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

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics

Item: Change in Shell Company Status

Item: Financial Statements and Exhibits

Documents

8-K — tm2615904d7_8k.htm (Primary)

EX-3.1 — EXHIBIT 3.1 (tm2615904d7_ex3-1.htm)

EX-3.2 — EXHIBIT 3.2 (tm2615904d7_ex3-2.htm)

EX-10.1 — EXHIBIT 10.1 (tm2615904d7_ex10-1.htm)

EX-10.5 — EXHIBIT 10.5 (tm2615904d7_ex10-5.htm)

EX-10.17 — EXHIBIT 10.17 (tm2615904d7_ex10-17.htm)

EX-10.18 — EXHIBIT 10.18 (tm2615904d7_ex10-18.htm)

EX-14.1 — EXHIBIT 14.1 (tm2615904d7_ex14-1.htm)

EX-99.4 — EXHIBIT 99.4 (tm2615904d7_ex99-4.htm)

EX-99.5 — EXHIBIT 99.5 (tm2615904d7_ex99-5.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2615904d7_8k.htm · Sequence: 1

UNITED

STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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):

June 17, 2026 (June 11, 2026)

Avalanche Treasury Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-43345

39-4863126

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

11 W. 42nd

Street 2nd Floor

New

York, NY 10036

(Address of principal executive offices, including zip code)

Registrant’s

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

Not

Applicable

(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:

Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications 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 (§230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§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. ¨

Introductory Note

Terms

used in this Current Report on Form 8-K (this “Report”) but not defined herein, or for which definitions

are not otherwise incorporated by reference herein, shall have the meaning given to such terms in the definitive proxy statement/prospectus

(as supplemented or amended, the “Proxy Statement/Prospectus”), filed pursuant to Rule 424(b)(3) with the Securities and Exchange Commission (the “SEC”) on May 14, 2026 by Avalanche Treasury Corporation (“Pubco”),

and which forms a part of the Registration Statement on Form S-4 (Registration No. 333-294684).

The Business Combination

On June 11, 2026 (the

“Closing Date”), Pubco consummated its previously announced business combination (the “Closing”)

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 Pubco, Mountain Lake Acquisition Corp.,

at that time a Cayman Islands exempted company (“MLAC”), Avalanche SPAC Merger Sub LLC, a Delaware limited liability

company (“MLAC Merger Sub”), Avalanche Company Merger Sub LLC, a Delaware limited liability company (“Company

Merger Sub”, and together with MLAC Merger Sub, the “Pubco Subsidiaries”), Avalanche Treasury Company LLC,

a Delaware limited liability company (the “Company” or “AVAT”), Dragonfly Digital Management, LLC,

a Delaware limited liability company (“Seller”) , Dragonfly Ventures L.P., a Cayman Islands exempted limited partnership

(“DV”), Dragonfly Ventures II, L.P., a Cayman Islands exempted limited partnership (“DV II” and,

DV II together with DV, the “Funds” or “DVs” and, the DVs together with the Seller, the “Seller

Related Parties”) and Astral Horizon, L.P., a Delaware limited partnership (“Astral”). On January 13,

2026 and on March 17, 2026, MLAC, Pubco, the Pubco Subsidiaries, the Company, the Seller Related Parties and Astral entered into

certain amendments to the Business Combination Agreement, effective as of October 1, 2025.

Pursuant to the terms of

the Business Combination Agreement and as described in the sections titled “The Business Combination Proposal”

and “The Domestication and Organizational Documents Proposal” of the Proxy Statement/Prospectus, immediately

prior to the Closing on June 11, 2026, MLAC effected a domestication under Section 388 of the General Corporation Law of

the State of Delaware (the “DGCL”) and Section 206 of the Cayman Act (the

“Domestication”), pursuant to which MLAC transferred by way of continuation to and became a Delaware corporation.

On June 11, 2026, two hours after the Domestication, MLAC Merger Sub merged with and into MLAC in accordance with the applicable

provisions of the DGCL and Limited Liability Company Act of the State of Delaware (the “DLLCA”), with MLAC

continuing as the surviving company and a wholly-owned subsidiary of Pubco (the “MLAC Merger”) and with MLAC

Shareholders receiving one share of non-voting Class A common stock, par value $0.01 per share, of Pubco (“Pubco

Class A Stock”) for each Class A ordinary share, par value $0.0001 per share, of MLAC (the “MLAC

Class A Ordinary Shares”) or Class B ordinary share, par value $0.0001 per share, of MLAC (the “MLAC

Class B Ordinary Shares”) held by such shareholder, and with each holder of a right to receive one-tenth (1/10th) of

an MLAC Class A Ordinary Share (an “MLAC Right”) receiving one share of Pubco Class A Stock in exchange

for every ten (10) MLAC Rights held by such holder.

At the Company Merger

Effective Time, Company Merger Sub merged with and into the Company in accordance with the applicable provisions of the DLLCA, with

the Company continuing as the surviving company (the “Company Merger” and, together with the MLAC Merger, the

“Mergers” and, together with the other transactions contemplated by the Business Combination Agreement, the

“Transactions”), and with (i) each Company Member other than the Seller Related Parties receiving one share

of Pubco Class A Stock for each Company Unit held immediately prior to the effective time of the Company Merger, (ii) each

Seller Related Parties receiving one share of Pubco Class A Stock and one share of Pubco Class B common stock, par value

$0.01 per share (“Pubco Class B Stock” and, together with the Pubco Class A Stock, the “Pubco

Stock”), for each Company Unit held, and (iii) Astral receiving 4,000,000 shares of Pubco Class A Stock

as additional consideration (the “Additional Merger Consideration Shares”), out of which 2,000,000 shares of Pubco

Class A Stock (the “Astral Earnout Shares”) issued and placed into an escrow account held with Continental Stock Transfer

& Trust Company (the “Escrow Agent”) (the “Astral Escrow Account”) at the Company Merger Effective

Time and the remaining 2,000,000 shares of Pubco Class A Stock (the “Astral Post-Closing Shares”) will be issued and

placed into Astral’s securities account on the 30th day after Closing.

Company Unit Subscription

Concurrently with the signing

of the Business Combination Agreement, Pubco, the Company and MLAC entered into the Company Unit Subscription Agreements with the Company

Unit Investors, pursuant to which the Company Unit Investors agreed to purchase, payable in cash, USDC or AVAX (or a combination of cash,

USDC and/or AVAX), and the Company agreed to issue and sell, approximately $216 million worth of Company Class A units (the “Company

Units”) at a price of $10.00 per Company Unit, in a private placement, upon the terms and subject to the conditions set forth

therein (the “Company Unit Investment”). Company Unit Investors received a number of Company Units equal to, (a) if

the Company Unit Investor elected to purchase Company Units by contributing AVAX, the stated AVAX amount multiplied by the applicable

signing AVAX price, or, (b) if the Company Unit Investor elected to purchase the Company Units by contributing cash or USDC, the

stated dollar amount or the stated USDC amount (as applicable), in each case divided by $10.00 (the “Per Unit Price”).

At the Company Merger Effective Time, each Company Unit held by Company Unit Investors converted automatically into one share of

Pubco Class A Stock, for a total of 21,855,658 shares of Pubco Class A Stock.

Contribution Agreement and Token Sale Agreement

Concurrently with the

execution of the Business Combination Agreement, Seller, Company, Pubco, Avalanche (BVI), Inc., a company incorporated in the

British Virgin Islands (“Avalanche BVI”) and Avalanche Cayman, a Cayman Islands exempted company

(“Avalanche Cayman” and together with Avalanche BVI, the “Foundation”) entered into an asset

purchase and contribution agreement (the “Contribution Agreement”), pursuant to which, on the date of the

Business Combination Agreement: (a) the Foundation agreed to sell a minimum of $200 million of AVAX tokens on a

pre-discount basis to Company on the terms and subject to the conditions set forth in a Token Sale Agreement (the

“TSA”) by and between Company and the Foundation (the “Foundation Transaction”) in exchange

for 3,000,000 shares of Pubco Class A Stock issued at Closing, and (b) Seller agreed to contribute, directly and

indirectly through the Funds and together with other Seller controlled vehicles (the “Seller Related Parties”),

1,960,040 AVAX in exchange for 5,805,639 Company Units at the Per Unit Price, with an approximate value of $58 million (the

“Dragonfly Contribution”).

Astral Additional Merger Consideration Shares

On the Closing Date, the

2,000,000 Pubco Class A Stock Astral Earnout Shares were issued to Astral of the 4,000,000 Pubco Class A Stock Additional Merger

Consideration Shares, and were deposited into the Astral Escrow Account to be released in tranches, all as provided in the Business Combination

Agreement and the Astral Escrow Agreement. Unless released earlier, in accordance with the Astral Escrow Agreement and Business Combination

Agreement, the Astral Earnout Shares will be held in escrow for a period commencing on the Closing Date and ending on fifth (5th) anniversary

of the Closing Date (such period, the “Escrow Period”). The Astral Earnout Shares, together with any shares received

upon equitable adjustment of the Astral Earnout Shares, will vest and be released from the Astral Escrow Account to Astral, in the amounts

specified below, upon Pubco meeting the following price milestones: (i) on the last day of any twenty (20) consecutive trading day

period after the Closing Date in which the VWAP of the Pubco Class A Stock is greater than or equal to $13.00 per share, 666,667

shares of Pubco Class A Stock (“Triggering Event I”); (ii) on the last day of any twenty (20) consecutive

trading day period after the Closing Date in which the VWAP of the Pubco Class A Stock is greater than or equal to $15.00 per share,

666,667 shares of Pubco Class A Stock (“Triggering Event II”); and (iii) on the last day of any twenty (20)

consecutive trading day period after the Closing Date in which the VWAP of the Pubco Class A Stock is greater than or equal to $17.00

per share, 666,666 shares of Pubco Class A Stock (“Triggering Event III” together the “Triggering Events”

and each a “Triggering Event”).

The other 2,000,000 Pubco

Class A Stock Astral Post-Closing Shares to be issued to Astral as part of the Additional Merger Consideration Shares will be issued

to Astral on the thirtieth calendar day following the Closing Date.

Sponsor Earnout Shares

Pursuant to that certain Sponsor

Support Agreement, dated October 1, 2025, entered into by and among Pubco, the Sponsor and MLAC (the “Sponsor Support Agreement”),

and certain joinders to the Sponsor Support Agreement, dated June 3, 2026, entered into by and among Pubco, the Sponsor and each of the

Sponsor and certain MLAC shareholders agreed to effect certain security cancellations and to deposit certain Pubco Class A Stock

issued to it at Closing into escrow in connection with the Closing. Specifically, immediately prior to the MLAC Merger Effective Time,

the Sponsor and certain MLAC shareholders delivered to MLAC for cancellation, 495,000 MLAC private placement shares and 4,387,500

MLAC Class B Ordinary Shares. An aggregate of 1,600,000 Pubco Class A Stock (the “Sponsor Earnout Shares”) were deposited

into an escrow account with Continental Stock Transfer and Trust Company to be released in tranches as provided in the Sponsor Support

Agreement. The Sponsor and certain MLAC shareholders agreed that all of the Sponsor Earnout Shares, together with any shares received

upon equitable adjustment of the Sponsor Earnout Shares, shall be subject to potential transfer to Pubco (the “Sponsor Transfer”)

at the end of the Escrow Period in the event that not all of the Triggering Events are achieved. The Sponsor Earnout Shares shall vest,

no longer be subject to the Sponsor Transfer and shall be released from the escrow account to the Sponsor, in the amounts specified below,

upon Pubco meeting the price milestones specified here: (i) upon the occurrence of Triggering Event I, 533,333 Sponsor Earnout Shares

shall be released from the escrow account to the Sponsor; (ii) upon the occurrence of Triggering Event II, 533,333 Sponsor Earnout

Shares shall be released from the escrow account to the Sponsor; and (iii) upon the occurrence of Triggering Event III, 533,334 Sponsor

Earnout Shares shall be released from the escrow account to the Sponsor. Pursuant to that certain Sponsor Escrow Agreement, dated June

11, 2026, entered into by and among Pubco, the Seller, the Escrow Agent and Paul Grinberg and Doug Horlick, as the representatives of

the recipients (the “Sponsor Transferees”) of the Sponsor Earnout Shares (the “Sponsor Escrow Agreement”),

each of Paul Grinberg and Doug Horlick will issue joint instructions with Pubco and the Seller to release the Sponsor Earnout Shares to

the Sponsor Transferees upon the price milestones being met. Paul Grinberg and Doug Horlick were appointed to act as representatives

of the Sponsor Transferees under the Sponsor Escrow Agreement pursuant to that certain Letter Agreement, dated June 1, 2026, among the

Sponsor, Paul Grinberg and Doug Horlick and the Sponsor Transferees.

Redemption

In connection with the closing

of the Business Combination, holders of 22,846,470 MLAC Class A Ordinary Shares sold in MLAC’s initial public offering properly

exercised their right to have their shares redeemed for a pro rata portion of the trust account holding the proceeds from MLAC’s

initial public offering, and on June 11, 2026, prior to the Closing, MLAC redeemed 22,846,470 Class A ordinary shares for approximately

$10.62 per share (the “Public Share Redemptions”). As a result, on June 11, 2026, after giving effect to the Public

Share Redemptions and before paying expenses, there was $1,634,507 remaining in the trust account.

As of the Closing Date, following

the Public Share Redemptions and the consummation of the Business Combination, there were (i) 37,914,826 shares of Pubco Class A

Stock issued and outstanding and 5,805,639 shares of Pubco Class B Stock issued and outstanding. Pubco Class A Stock commenced

trading on The Nasdaq Capital Market (“Nasdaq”) under the symbol “AVAT” on June 11, 2026.

A description of the Business

Combination and the terms of the Business Combination Agreement, Company Unit Subscription Agreements, Contribution Agreement and TSA

are included in the Proxy Statement/Prospectus in the section entitled “The Business Combination Proposal” beginning

on page 112.

The foregoing descriptions

of the Business Combination, the Company Unit Investment, the Foundation Transaction and the Dragonfly Contribution do not purport to

be complete and are qualified in their entirety by the full text of the Business Combination Agreement, including the first amendment

to the Business Combination Agreement dated as of January 13, 2026 and the second amendment to the Business Combination Agreement

dated as of March 17, 2026, the form of LLC Subscription Agreement, the Asset Purchase and Contribution Agreement and the TSA copies

of which are filed hereto as Exhibits 2.1, 2.2, 2.3, 10.6, 10.7 and 10.8, respectively, and are incorporated herein by reference.

Item 1.01. Entry into a Material Definitive

Agreement.

The disclosures set forth

in in the “Introductory Note” above are incorporated and made a part of this Item 1.01 by reference.

Amended and Restated Registration Rights

Agreement

connection with the Closing, Pubco, MLAC, the Seller Related Parties, Astral, the Foundation, the Sponsor and certain MLAC insiders

including Paul Grinberg, Douglas Horlick, Jaime Vieser, John Norton, SPAC Sponsor Capital Access, Michael Marquez and Jeffrey Lager

(together the “MLAC Insiders”) entered into an Amended and Restated Registration Rights Agreement (the “A&R

Registration Rights Agreement”) amending and restating the existing Registration Rights Agreement, dated as of

December 12, 2024, by and between MLAC, Sponsor and the MLAC Insiders, which provides for customary demand registration rights,

piggyback registration rights and shelf registration rights for the benefit of the holders of Pubco Stock named therein, including

the Sponsor, the Seller Related Parties, Astral, the Foundation, and the MLAC Insiders, subject to customary cutbacks and issuer suspension rights. The

Amended and Restated Registration Rights Agreement also includes customary provisions relating to underwriting participation,

registration expenses, indemnification and coordination of sales in underwritten offerings.

The foregoing summary of the

A&R Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of

the A&R Registration Rights Agreement, a copy of which is attached as Exhibit 10.5 to this Current Report on Form 8-K

and is incorporated herein by reference.

Indemnification of Directors and Officers

Concurrently with the Closing,

Pubco entered into indemnification agreements with its directors and executive officers. Each indemnification agreement provides that,

subject to limited exceptions, Pubco will indemnify the applicable indemnified person to the fullest extent permitted by law for claims

arising in his or her capacity as a director or officer of Pubco, as applicable.

The foregoing description

of the indemnification agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the

indemnification agreements, a form of which is filed as Exhibit 10.15 to this Current Report on Form 8-K and is incorporated

herein by reference.

Lock-Up Agreements

Concurrently with the Closing,

(i) MLAC, Sponsor, and the MLAC Insiders entered into with Pubco the Sponsor Lock-Up Agreement and (ii) the Seller Related Parties

and Astral entered into with Pubco the Seller Lock-Up Agreement in substantially the same form as the Sponsor Lock-Up Agreement, pursuant

to which, in each case, the parties agreed that the shares of Pubco Stock received by such parties in connection with the Business Combination,

amounting in total to approximately 10,605,639 shares of Pubco Class A Stock and 5,805,639 Pubco Class B Stock, and any other securities

convertible into or exercisable or exchangeable for Pubco Stock (the “Lock-Up Shares”), are subject to transfer restrictions,

subject to certain customary exceptions (together, the “Lock-Up Agreements”).

Pursuant to the Lock-Up Agreements,

the Lock-Up Shares are subject to transfer restrictions until the earlier of (i) 180 days following the date of the Closing (the

“Anniversary Release”); provided, that if the VWAP of Pubco Class A Stock equals or exceeds $12.50 per share for

any 20 consecutive trading days following the Closing, the Anniversary Release will be deemed to occur at 11:59 p.m. New York City

time on such 20th consecutive trading day, and (ii) the date on which Pubco consummates a liquidation, merger, capital stock exchange,

reorganization or other similar transaction that results in all Pubco shareholders having the right to exchange their shares of Pubco

Stock for cash, securities or other property.

The foregoing description

of the Lock-Up Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Lock-Up

Agreements, copies of which are filed as Exhibits 10.3 and 10.4 to this Current Report on Form 8-K and are incorporated herein

by reference.

Item 2.01. Completion of Acquisition or

Disposition of Assets.

The disclosure set forth in

the “Introductory Note” above is incorporated into this Item 2.01 by reference. On June 4, 2026, the Business

Combination was approved by the shareholders of MLAC at an extraordinary general meeting of its shareholders. The Business Combination

was completed on June 11, 2026. The material terms of the Business Combination are described in greater detail in the section of

the Proxy Statement/Prospectus titled “The Business Combination Proposal” beginning on page 112, which is incorporated

herein by reference.

Holders of 22,846,470 MLAC

Class A Ordinary Shares exercised their right to redeem such shares for cash at a price of approximately $10.62 per share for aggregate

payments of approximately $243,227,458, resulting in $1,634,507 from the Trust Account being available to the Company following the Closing,

before expenses.

Immediately after Closing,

there were outstanding:

37,914,826 shares

of Pubco Class A Stock; and

· 5,805,639 shares of Pubco Class B Stock.

Form 10

Information

Item 2.01(f) of

Form 8-K states that if the predecessor registrant was a “shell company” (as such term is defined in Rule 12b-2 under

the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as MLAC was immediately before the Business

Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for

registration of securities on Form 10. Accordingly, Pubco is providing the information below that would be included in a Form 10.

Please note that unless otherwise specifically indicated or the context otherwise requires, the information provided below relates to

Pubco as the combined company following the Business Combination.

Forward-Looking Statements

Certain statements contained

in this Current Report on Form 8-K may constitute “forward-looking statements” within the meaning of the Private Securities

Litigation Reform Act of 1995, Section 27A of the Securities Act, and Rule 175 promulgated thereunder, and Section 21E

of the Exchange Act, as amended, and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties.

Examples of forward-looking

statements include, but are not limited to, statements with respect to the expectations, hopes, beliefs, intentions, plans, prospects,

financial results or strategies regarding Pubco, statements regarding the plans and use of proceeds, future financial condition of Pubco

and performance and expected financial impacts of the Business Combination on Pubco’s business, and Pubco’s expectations,

intentions, strategies, assumptions or beliefs about future events, results of operations or performance that do not solely relate to

historical or current facts. These forward-looking statements generally are identified by the words “believe,” “project,”

“expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,”

“opportunity,” “potential,” “plan,” “may,” “should,” “will,” “would,”

“will be,” “will continue,” “will likely result” and similar expressions. Forward-looking statements

are based on assumptions as of the time they are made and are subject to risks, uncertainties and other factors that are difficult to

predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from

anticipated results expressed or implied by such forward-looking statements. Such risks, uncertainties and assumptions, include, but are

not limited to:

· 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 AVAT, Pubco, MLAC or others

following Closing 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

Closing of the Business Combination;

· the price and volatility of AVAX;

· AVAX’s prominence as a digital asset and Avalanche’s ability to serve as part of a new financial

system;

· the ability to develop and maintain effective internal controls and procedures or correct the previously

identified material weaknesses;

· 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;

· 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 AVAT believes

such transactions have the potential to accelerate the expansion of Avalanche-related capabilities and AVAX accumulation;

· 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; and

· other risks and uncertainties described in this Current Report on Form 8-K, including those under

the section entitled “Risk Factors.”

There may be other risks not

presently known to Pubco or that Pubco presently believes are not material that could also cause actual results to differ materially.

Analysis and opinions contained in this Report may be based on assumptions that, if altered, can change the analysis or opinions expressed.

In light of the significant uncertainties inherent in the forward-looking statements included in this Report, the inclusion of such forward-looking

statements should not be regarded as a representation by Pubco that the objectives and plans set forth in this Report will be achieved,

and you are cautioned not to place substantial weight or undue reliance on these forward-looking statements. These forward-looking statements

speak only as of the date they are made and Pubco disclaims any obligation, except as required by law, to update or revise forward-looking

statements, whether as a result of new information, future events or otherwise.

Business

The business of Pubco is described

in the Proxy Statement/Prospectus in the section titled “Information Related to AVAT” on page 207, and such information

is incorporated herein by reference.

Risk Factors

The risks associated with

Pubco are described in the Proxy Statement/Prospectus in the section titled “Risk Factors” beginning on page 40

of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Financial Information

The audited consolidated financial

statements of Avalanche Treasury Company, LLC as of December 31, 2025 and for the period from August 20, 2025 (inception) to

December 31, 2025 are included in the Proxy Statement/Prospectus on pages F-21 through F-44, and are incorporated herein by

reference. The unaudited financial statements of Avalanche Treasury Company, LLC as of and for the three months ended March 31, 2026

are set forth herein as Exhibit 99.1 and are incorporated herein by reference.

The audited consolidated financial

statements of Pubco as of December 31, 2025 and for the period from September 22, 2025 (inception) to December 31, 2025

are included in the in the Proxy Statement/Prospectus on pages F-43 through F-58 and are incorporated herein by reference. The unaudited

financial statements of Pubco as of and for the three months ended March 31, 2026 are set forth herein as Exhibit 99.2 and are

incorporated herein by reference.

The audited consolidated financial

statements of MLAC as of and for the years ended December 31, 2025 and December 31, 2024 are included in the Proxy Statement/Prospectus

on pages F-2 through F-21, and are incorporated herein by reference. The unaudited financial statements of MLAC as of March 31,

2026 and for the three months ended March 31, 2026 and 2025 are set forth herein as Exhibit 99.3 and are incorporated herein

by reference.

Unaudited Pro Forma Condensed Combined Financial

Information

The unaudited pro forma condensed

combined financial information required of Pubco as of and for the three months ended March 31, 2026 and for the year ended December 31,

2025 is incorporated by reference to Exhibit 99.4 hereto.

Management’s Discussion and Analysis

of Financial Conditions and Results of Operations

The Management’s Discussion

and Analysis of Financial Condition and Results of Operations of Avalanche Treasury Company, LLC as of and for the three months ended

March 31, 2026 is incorporated by reference to Exhibit 99.5.

Security Ownership of Certain Beneficial

Owners and Management

The following table sets forth

information regarding the beneficial ownership of shares of Pubco Stock, as of the Closing Date, following the consummation of the Business

Combination, by:

· each person known by Pubco to be the beneficial owner of more than 5% of a class of Pubco securities on

the Closing Date;

· each of Pubco’s officers and directors; and

· all executive officers and directors of Pubco as a group.

Beneficial ownership is determined

according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it

possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable

or exercisable within sixty (60) days.

The beneficial ownership of shares of Pubco Stock immediately following

completion of the Business Combination is based on the following: (i) an aggregate of 37,914,826 shares of Pubco Class A Stock

issued and outstanding immediately following the completion of the Business Combination, (ii) 5,805,639 shares of Pubco Class B

Stock issued and outstanding immediately following the completion of the Business Combination.

Pubco Class A

Pubco Class B

Stock, (non-voting)

Stock, (voting)

Number of

Approximate

Beneficially

Percentage of

Beneficially

Percentage of

Name and Address of Beneficial Owner(1)

Owned

Class

Owned

Class

Named Executive Officers and Directors

Gerald Bartholomew Smith

0 %

Paul Grinberg

478,010

1.2 %

Sarkees John Nahas

50,481

0.1 %

Robert Hadick(2)

2,000,000

5.1 %

Laine Mihalchick Moljo

Sean Ostrower

All officers and directors as a group (6 individuals)

2,528,491

6.4 %

0 %

Other 5% Shareholders

Seller Related Parties(3)

5,805,639

15.3 %

5,805,639

100 %

Astral(4)

2,000,000

5.1 %

Foundation(5)

3,000,000

7.9 %

ParaFi Capital LP(6)

3,011,909

7.9 %

Emin Gün Sirer(7)

2,609,176

6.9 %

(1) Unless

otherwise noted, the business address of each of the following entities or individuals is 11 W. 42nd

Street, 2nd Floor, New York, NY 10036.

(2)

Includes the 2,000,000 shares of Pubco Class A Stock issued to Astral. Astral is managed by its general partner, Astral Horizon GP, LLC, which is governed by a board of managers consisting of four natural persons, including Mr. Hadick. The managers of Astral Horizon GP, LLC collectively have the authority to manage and control the affairs of Astral Horizon Fund, including voting and investment decisions relating to its portfolio securities. Actions by the managers require approval of a majority of the managers, and no individual manager has authority to act unilaterally on behalf of the entity. Mr. Hadick disclaims beneficial ownership of the securities held by Astral Horizon Fund, except to the extent of his pecuniary interest therein, if any.

(3) Includes 2,547,252 shares of Pubco

Class A Stock issued to DV, 3,258,386 shares of Pubco Class A Stock issued to DV II, and one share of Pubco Class A Stock issued to the

Seller. Includes 2,547,252 shares of Pubco Class B Stock issued to DV, 3,258,386 shares of Pubco Class B Stock issued to DV II, and one

share of Pubco Class B Stock issued to the Seller. The principal business address of the DVs is PO Box 309, Ugland House, Grand Cayman

KY1-1104, Cayman Islands. The principal business address of the Seller is 66 Franklin Street, Suite 300, Oakland, CA 94607.

(4)

The primary business address of Astral Horizon, L.P. is 66 Franklin

Street, Suite 300, Oakland, California 94607.

(5) In

the event the Pubco Class A Stock cease to be nonvoting securities, the Foundation will forfeit a number of its Pubco Class A

Stock and will receive from Pubco a number of pre-funded warrants convertible into Pubco Class A Stock prior to the time the Pubco

Class A Stock cease to be nonvoting securities so that the Foundation’s beneficial ownership in Pubco does not exceed the

Maximum Percentage. The primary business address of the Foundation is Floor 4, Banco Popular Building, British Virgin Islands, VG1110.

The Board of Directors of Avalanche (“BVI”) Investments, Inc. has voting and investment control over the Pubco Class A

Stock. Under the so-called “rule of three,” if voting and dispositive decisions regarding an entity’s securities

are made by three or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals,

then none of the individuals is deemed a beneficial owner of the entity’s securities. This is the situation with regards to Avalanche

(“BVI”) Investment Inc.

(6)

Ben Forman, the Founder and Managing Partner of ParaFi Capital LP, may be deemed to have beneficial ownership over the Pubco Stock beneficially owned by ParaFi Capital. The primary business address of ParaFi Capital LP is 500 West Putnam Ave., Suite 400, Greenwich, CT 06830.

(7)

The primary address of Emin Gün Sirer is 511 W. Bay Street, Ste. 320, Tampa, FL 336606.

Directors and Executive Officers

Pubco’s directors and

executive officers after the Closing are described in the Proxy Statement/Prospectus in the section titled “Management of Pubco

Following the Business Combination” on page 233 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Committees of the Board of Directors

Reference is made to the disclosure

in the subsections entitled “Board of Directors” in Item 5.02 of this Current Report, which is incorporated herein by reference.

Further reference is made to the section of the Proxy Statement/Prospectus entitled “Management of Pubco Following the Business

Combination - Board Committees,” on page 236 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Director and Executive Compensation

Information regarding the

compensation of the named executive officers and directors of Pubco before the Business Combination is set forth in the Proxy Statement/Prospectus

in the section titled “Executive and Director Compensation” beginning on page 244 of the Proxy Statement/Prospectus,

which is incorporated herein by reference. Reference is made to the disclosure in Item 5.02 of this Current Report is incorporated herein

by reference.

The information set forth

in this Current Report on Form 8-K under Item 5.02 is incorporated in this Item 2.01 by reference.

Certain Relationships and Related Transactions,

and Director Independence

Certain relationships and

related person transactions of MLAC and Pubco are described in the Proxy Statement/Prospectus in the section titled “Certain

Relationships and Related Person Transactions,” beginning on page 250 of the Proxy Statement/Prospectus, which is incorporated

herein by reference.

Compensation Committee Interlocks and Insider

Participation

None of our officers currently

serves, or in the past year has served, as a member of the compensation committee of any entity that has one or more officers serving

on our board of directors.

Legal Proceedings

Reference is made to the disclosure

regarding legal proceedings in the sections of the Proxy Statement/Prospectus titled “Information Related to AVAT — Legal

Proceedings” on page 225, which is incorporated herein by reference.

Market Price of and Dividends on the Registrant’s

Common Equity and Related Shareholder Matters

The information set forth

in the section of the Proxy Statement/Prospectus entitled “Description of Pubco Securities” beginning on page 254,

“The Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning

on page 226 and “Ticker Symbol, Market Price and Dividends” beginning on page 265 are incorporated herein

by reference.

Following the Closing of the

Business Combination, Pubco Class A Stock began trading on The Nasdaq Global Market under the symbol “AVAT” on June 11,

2026. Pubco has not paid any cash dividends on the Pubco Stock to date.

The board of directors of

Pubco (the “Board”), in its sole discretion, will make any determination from time to time with respect to the use

of any excess cash accumulated, which may include, among other uses, the payment of dividends on Pubco Stock. It is not contemplated that

Pubco will pay cash dividends for the foreseeable future.

Recent Sales of Unregistered Securities

The information set forth

in Item 3.02 of this Current Report on Form 8-K is incorporated herein by reference.

Description of Registrant’s Securities

to be Registered

The description of Pubco’s

securities is contained in the Proxy Statement/Prospectus in the section titled “Description of Pubco Securities,”

beginning on page 254 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Indemnification of Directors and Officers

The description of the indemnification

arrangements with Pubco’s directors and officers is contained in Item 1.01 of this Current Report on Form 8-K, which is

incorporated herein by reference.

Financial Statements and Supplementary Data

Reference is made to the disclosure

set forth under Item 9.01 of this Current Report on Form 8-K concerning Pubco’s financial statements and supplementary

information.

Changes in and Disagreements with Accountants

on Accounting and Financial Disclosure

The information set forth

in Item 4.01 of this Current Report on Form 8-K is incorporated herein by reference.

Financial Statements and Exhibits

Reference is made to the disclosure

set forth under Item 9.01 of this Current Report on Form 8-K concerning the financial information of Pubco.

Item 3.02. Unregistered Sales of Equity

Securities.

The information set forth

in the Introductory Note and Item 2.01 is incorporated into this Item 3.02 by reference. Pubco issued certain securities to the

Foundation described in the Introductory Note under Section 4(a)(2) of the Securities Act, as a transaction by an issuer

not involving a public offering.

Item 3.03. Material Modification to Rights

of Security Holders.

In connection with the

Business Combination, on June 11, 2026, Pubco filed the First Amended and Restated Certificate of Incorporation with the Delaware

Secretary of State, and also adopted the First Amended and Restated Bylaws, which replaced the respective governing documents in

effect as of such time.

The material terms of the

First Amended and Restated Certificate of Incorporation and the First Amended and Restated Bylaws and the general effect upon the rights

of holders of Pubco Class A Stock are discussed in the Proxy Statement/Prospectus in the section titled “The Domestication

and Organizational Documents Proposals” beginning on page 149, which is incorporated herein by reference. Reference is

also made to the sections of the Proxy Statement/Prospectus titled “Description of Pubco Securities” and “Comparison

of Shareholders’ Rights” beginning on pages 254 and 258 respectively, which are incorporated herein by reference.

The foregoing descriptions

of the First Amended and Restated Certificate of Incorporation and the First Amended and Restated Bylaws do not purport to be complete

and are qualified in their entirety by the full text of each of the First Amended and Restated Certificate of Incorporation and the First

Amended and Restated Bylaws, which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K.

Item 5.01. Changes in Control of Registrant.

Reference is made to the section

of the Proxy Statement/Prospectus entitled “The Business Combination Proposal” beginning on page 112 of the Proxy

Statement/Prospectus, which is incorporated herein by reference. Further reference is made to disclosure in the section entitled “Introductory

Note” and in Item 2.01 of this Current Report, each of which is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain

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

Board of Directors

On the Closing Date, the Pubco

Board consisted of four directors, Paul Grinberg, Robert Hadick, Sarkees John Nahas and Gerald Bartholomew Smith.

On the Closing Date, the Audit

Committee consisted of Paul Grinberg, Gerald Bartholomew Smith and Robert Hadick, with Paul Grinberg serving as chair of the committee.

Paul Grinberg is an “independent director” as defined in the Nasdaq Rules and the rules and regulations of the SEC.

Under applicable Nasdaq Rules, Pubco will be permitted to “phase-in” compliance with the independence requirements for its

audit committee. The phase-in periods with respect to director independence allow Pubco to have (i) only one independent member on

its audit committee upon the consummation of the Business Combination, (ii) a majority of independent members on its audit committee

within 90 days of the consummation of the Business Combination and (iii) a fully independent audit committee within one year of the

consummation of the Business Combination. Pubco has taken advantage of these phase-in rules with respect to each of Gerald Bartholomew

Smith’s and Robert Hadick’s service on the audit committee. Pubco expects that by the first anniversary of its initial listing

on Nasdaq, the audit committee will comply with the applicable independence requirements. Paul Grinberg qualifies as an “audit committee

financial expert,” as defined in Item 407(d)(5) of Regulation S-K, and which member or members possess financial sophistication,

as defined under the rules of Nasdaq.

On the Closing Date, Pubco’s

Compensation Committee consisted of Gerald Bartholomew Smith, Robert Hadick and Paul Grinberg, with Gerald Bartholomew Smith serving as

chair of the committee.

On the Closing Date, the Pubco’s

Nominating and Corporate Governance Committee consisted of Sarkees John Nahas, Paul Grinberg and Gerald Bartholomew Smith, with Sarkees

John Nahas serving as chair of the committee.

Executive Officers

On the Closing Date, the following

individuals were appointed to serve as executive officers of Pubco:

Name

Position

Gerald Bartholomew Smith

Chief Executive Officer and President

Laine Mihalchick Moljo

Chief Operating Officer and Secretary

Sean Ostrower

Chief Financial Officer

Biographical Information

For biographical information

regarding Pubco’s directors and officers, reference is made to the section of the Proxy Statement/Prospectus entitled “Management

of Pubco Following the Business Combination,” beginning on page 233 of the Proxy Statement/Prospectus, which is incorporated

herein by reference.

Pubco 2026 Omnibus Incentive Plan

The Board and shareholders

adopted the 2026 Omnibus Incentive Plan (the “Incentive Plan”) prior to the Closing, which became effective on June 11,

2026. A description of the 2026 Omnibus Incentive Plan is included in the Proxy Statement/Prospectus in the section titled “Executive

and Director Compensation — Material Terms of the Incentive Plan” on page 246 thereof, which is incorporated by

reference herein.

Pubco has reserved the sum

of (i) 9,000,000 Pubco Class A Stock and (ii) an annual increase on the first day of each year during the term of the Incentive

Plan, beginning on January 1, 2027 and ending on and including January 1, 2036, equal to the lesser of (x) 5% of the aggregate

number of fully diluted Pubco Class A Stock issued and outstanding on December 31 of the immediately preceding year and (y) such

number of Pubco Class A Stock as may be determined by the Incentive Plan administrator for issuance pursuant to the Incentive Plan,

subject to certain adjustments set forth in the Incentive Plan.

The foregoing description

of the Incentive Plan and the information incorporated by reference does not purport to be complete and is qualified in its entirety by

the terms and conditions of the Incentive Plan, which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation

or Bylaws; Change in Fiscal Year.

The information set forth

in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Item 5.05. Amendment to the Registrant’s

Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On June 11, 2026, the

Board adopted a Code of Ethics and Business Conduct applicable to Pubco’s employees, officers and directors.

The above description of the

Code of Ethics and Business Conduct does not purport to be complete and is qualified in its entirety by reference to the full text of

the Code of Ethics and Business Conduct, a copy of which is filed as Exhibit 14.1 hereto and incorporated herein by reference.

A copy of Pubco’s Code

of Ethics and Business Conduct is also available on our website at https://www.avat.com/. The information on Pubco’s website does

not constitute part of this Current Report and is not incorporated herein by reference.

Item 5.06. Change in Shell Company Status.

As a result of the Business

Combination, MLAC ceased to be a shell company upon the Closing. The material terms of the Business Combination are described in the section

of the Proxy Statement/Prospectus titled “The Business Combination Proposal,” beginning on page 112 of the Proxy

Statement/Prospectus, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Financial

Statements of Businesses or Funds Acquired.

The audited consolidated financial

statements of Avalanche Treasury Company, LLC as of December 31, 2025 and for the period from August 20, 2025 (inception) to

December 31, 2025 are included in the Proxy Statement/Prospectus on pages F-21 through F-44, and are incorporated herein by

reference. The unaudited financial statements of Avalanche Treasury Company, LLC as of and for the three months ended March 31, 2026

are set forth herein as Exhibit 99.1 and are incorporated herein by reference.

The audited consolidated financial

statements of Pubco as of December 31, 2025 and for the period from September 22, 2025 (inception) to December 31, 2025

are included in the in the Proxy Statement/Prospectus on pages F-43 through F-58 and are incorporated herein by reference. The unaudited

financial statements of Pubco as of and for the three months ended March 31, 2026 are set forth herein as Exhibit 99.2 and are

incorporated herein by reference.

The audited consolidated financial

statements of MLAC as of and for the years ended December 31, 2025 and December 31, 2024 are included in the Proxy Statement/Prospectus

on pages F-2 through F-21, and are incorporated herein by reference. The unaudited financial statements of MLAC as of March 31,

2026 and for the three months ended March 31, 2026 and 2025 are set forth herein as Exhibit 99.3 and are incorporated herein

by reference.

(b) Pro

Forma Financial Information.

The unaudited pro forma condensed

combined financial information of Pubco, MLAC and AVAT as of and for the year ended December 31, 2025 and for the three months ended

March 31, 2026 is filed as Exhibit 99.4 hereto and is incorporated herein by reference.

Exhibit Index

Exhibit

No.

Description

2.1(1)†**

Business

Combination Agreement, dated as of October 1, 2025, by and among MLAC, Pubco, MLAC Merger Sub, AVAT Merger Sub, AVAT and the

Seller (incorporated by reference to Exhibit 2.1 to Pubco’s Registration Statement on Form S-4 filed with the SEC

on March 27, 2026).

2.2(1)†**

Amendment

No. 1 to the Business Combination Agreement, dated as of January 13, 2026, by and among MLAC, Pubco, MLAC Merger Sub, AVAT

Merger Sub, AVAT and the Seller (incorporated by reference to Exhibit 2.2 to Pubco’s Registration Statement on Form S-4

filed with the SEC on March 27, 2026).

2.3(1)†**

Amendment

No. 2 to the Business Combination Agreement, dated as of March 17, 2026, by and among MLAC, Pubco, MLAC Merger Sub, AVAT

Merger Sub, AVAT, the Seller and the Seller Related Parties (incorporated by reference to Exhibit 2.3 to Pubco’s Registration

Statement on Form S-4/A filed with the SEC on April 14, 2026).

3.1*

Amended

and Restated Certificate of Incorporation of Pubco.

3.2*

Amended

and Restated Bylaws of Pubco.

10.1*

Pubco

2026 Omnibus Incentive Plan.

10.2(1)**

Sponsor

Support Agreement, dated October 1, 2025, by and among MLAC, Sponsor and Pubco (incorporated by reference to Exhibit 10.9

to Pubco’s Registration Statement on Form S-4 filed with the SEC on March 27, 2026).

10.3†**

Form of

MLAC Lock-Up Agreement, by and among Pubco, Sponsor, MLAC Insiders and the undersigned holders thereto (incorporated by reference to

Exhibit 10.10 to Pubco’s Registration Statement on Form S-4 filed with the SEC on March 27,

2026).

10.4†**

Form of

Seller Lock-Up Agreement, by and among Pubco and the undersigned holders thereto (incorporated by reference to Exhibit 10.11

to Pubco’s Registration Statement on Form S-4 filed with the SEC on March 27, 2026).

10.5*

Amended

and Restated Registration Rights Agreement, dated June 11, 2026, by and among Pubco, MLAC, the Seller, the Foundation and certain

other undersigned holders thereto.

10.6(1)†**

Form of LLC Subscription Agreement,

dated as of October 1, 2025, by and among MLAC, Pubco, AVAT and certain undersigned subscribers thereto (incorporated by reference

to Exhibit 10.13 to Pubco’s Registration Statement on Form S-4 filed with the SEC on March 27, 2026).

10.7(1)†**

Asset

Purchase and Contribution Agreement, dated as of October 1, 2025, by and among Seller, AVAT, Pubco, Avalanche BVI and Avalanche

Cayman (incorporated by reference to Exhibit 10.14 to Pubco’s Registration Statement on Form S-4 filed with the SEC

on March 27, 2026).

10.8(1)†**

AVAX

Token Sale Agreement, dated as of October 1, 2025, by and among AVAT, Pubco, Avalanche BVI and Avalanche Cayman (incorporated by

reference to Exhibit 10.15 to Pubco’s Registration Statement on Form S-4 filed with the SEC on March 27, 2026).

10.9**

Letter

Agreement, dated December 12, 2024, by and among MLAC, its officers, directors and the Sponsor (incorporated herein by reference

to Exhibit 10.1 MLAC’s Current Report on Form 8-K filed on December 16, 2024).

10.10**

Employment Offer Letter, dated as of October 22,

2025, by and between AVAT and Gerald Bartholomew Smith (incorporated by reference to Exhibit 10.16 to Pubco’s Registration

Statement on Form S-4 filed with the SEC on March 27, 2026)

10.11**

Addendum

to Employment Offer Letter, dated as of March 16, 2026 by and between AVAT and Gerald Bartholomew Smith (incorporated by reference

to Exhibit 10.17 to Pubco’s Registration Statement on Form S-4 filed with the SEC on March 27, 2026).

10.12**

Employment

Offer Letter, dated as of October 22, 2025, by and between AVAT and Laine Mihalchick Moljo (incorporated by reference to Exhibit 10.18

to Pubco’s Registration Statement on Form S-4 filed with the SEC on March 27, 2026).

10.13**

Addendum

to Employment Offer Letter, dated as of March 17, 2026 by and between AVAT and Laine Mihalchick Moljo (incorporated by reference

to Exhibit 10.19 to Pubco’s Registration Statement on Form S-4 filed with the SEC on March 27, 2026).

10.14**

Employment

Offer Letter, dated as of February 24, 2026, by and between AVAT and Sean Ostrower (incorporated by reference to Exhibit 10.20

to Pubco’s Registration Statement on Form S-4 filed with the SEC on March 27, 2026).

10.15**

Form of

Indemnification Agreement by and between Avalanche Treasury Corporation and its Directors and Executive Officers (incorporated

by reference to Exhibit 10.22 to Pubco’s Registration Statement on Form S-4/A filed with the SEC on April 14,

2026).

10.16**

Form of

Advisory Agreement, by and among AVAT and Members of the Advisory Board (incorporated by reference to Exhibit 10.21 to Pubco’s

Registration Statement on Form S-4/A filed with the SEC on April 14, 2026).

10.17*†

Sponsor Escrow Agreement, dated as of June 11,

2026, by and between Sponsor, Pubco, Seller and Continental Stock Transfer & Trust Company.

10.18*†

Astral Escrow Agreement, dated as of June 11,

2026, by and between Astral, Pubco, Seller and Continental Stock Transfer & Trust Company.

14.1*

Code of Ethics and Business Conduct of Avalanche

Treasury Corporation.

21.1**

List

of Subsidiaries of Pubco (incorporated by reference to Exhibit 21.1 to Pubco’s Registration Statement on Form S-4

filed with the SEC on March 27, 2026).

99.1**

Unaudited condensed consolidated financial statements

of Avalanche Treasury Company, LLC as of March 31, 2026, and for the three months ended March 31, 2026 and the period from

December 31, 2025 to March 31, 2026 (incorporated by reference to Exhibit 99.2 to Pubco’s Current Report on

Form 8-K filed with the SEC on May 29, 2026).

99.2**

Unaudited condensed consolidated financial statements

of Pubco as of March 31, 2026, and for the three months ended March 31, 2026 and for the period from December 31,

2025 to March 31, 2026 (incorporated by reference to Exhibit 99.1 to Pubco’s Current Report on Form 8-K filed

with the SEC on May 29, 2026).

99.3**

Unaudited financial statements of MLAC as of March 31,

2026 and for the three months ended March 31, 2026 and 2025 (incorporated by reference to MLAC’s Quarterly Report

on Form 10-Q (File No. 001-42436) filed with the SEC on May 15, 2026).

99.4*

Unaudited pro forma condensed combined financial

information of Pubco as of March 31, 2026 and for the year ended December 31, 2025 and three months ended March 31,

2026.

99.5*

Management’s Discussion and Analysis of Financial

Condition and Results of Operations of Avalanche Treasury Company, LLC as of and for the three months ended March 31, 2026.

* Filed

herewith.

** Previously

filed.

(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.

† Certain

personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.

SIGNATURES

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: June 17, 2026

By:

/s/ Gerald Bartholomew Smith

Name:

Gerald Bartholomew Smith

Title:

Chief Executive Officer

and President

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: tm2615904d7_ex3-1.htm · Sequence: 2

Exhibit 3.1

FIRST AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

AVALANCHE TREASURY CORPORATION

(a Delaware corporation)

The

undersigned, Gerald Bartholomew Smith, certifies that he is the President of Avalanche Treasury Corporation, a corporation organized

and existing under the laws of the State of Delaware (the “Corporation”), and does hereby further certify as follows:

(1) The name of the Corporation is Avalanche Treasury

Corporation.

(2) The original Certificate of Incorporation

of the Corporation was filed with the Secretary of State of the State of Delaware on September 22,

2025.

(3) This Amended and Restated Certificate of Incorporation

was duly adopted in accordance with the provisions of Sections 228, 242 and 245 of the General

Corporation Law of the State of Delaware.

(4) The

text of the Certificate of Incorporation of the Corporation as amended hereby is restated

to read in its entirety, as follows:

ARTICLE I

ENTITY NAME AND TYPE

The

name of the corporation, organized and existing under the laws of the State of Delaware, is Avalanche Treasury Corporation (the

“Corporation”).

ARTICLE II

REGISTERED OFFICE AND AGENT

The address of the registered

office of the Corporation in the State of Delaware is 251 Little Falls Drive, Wilmington, County of New Castle, 19808. The name of its

registered agent at that address is Corporation Service Company.

ARTICLE III

PURPOSE

The purpose of the Corporation

is to engage in any lawful act or activity for which a corporation may be organized under the DGCL.

ARTICLE IV

CAPITAL STOCK

4.1 Authorized

Capital Stock.

(a)            The

total number of shares of all classes of stock which the Corporation shall be authorized to issue is 700,000,000 shares, divided into

the following: (i) 550,000,000 shares of Class A Common Stock, of the par value $0.01 per share (“Class A Common

Stock”); (ii) 100,000,000 shares of Class B Common Stock, of the par value $0.01 per share (“Class B

Common Stock” and, together with the Class A Common Stock, the “Common Stock”), and (iii) 50,000,000

shares of preferred stock, of the par value $0.01 per share (“Preferred Stock”).

(b)            The

number of authorized shares of Preferred Stock, Class A Common Stock or Class B Common Stock may be increased or decreased

by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote thereon voting together as a single

class, irrespective of the provisions of Section 242(b)(2) of the DGCL, unless a separate vote of any class or series is expressly

required by this Certificate of Incorporation (as amended and restated, and including any Certificate of Designation, the “Certificate

of Incorporation”). Notwithstanding the immediately preceding sentence, (i) the number of authorized shares of Class A

Common Stock may not be decreased below the number of shares of Common Stock outstanding, plus the number of shares of Class A Common

Stock issuable in connection with the exercise of outstanding warrants or exchange rights, conversion rights, or similar rights for Class A

Common Stock; and (ii) the number of authorized shares of Class B Common Stock and of Preferred Stock may not be decreased

below the number of shares of the relevant class then outstanding.

the Corporation in any manner subdivides or combines the outstanding shares of Class A Common Stock or Class B Common Stock,

then the outstanding shares of all Common Stock will be subdivided or combined in the same proportion and manner.

4.2            Preferred

Stock. The Preferred Stock may be issued from time to time in one or more series pursuant to a resolution or resolutions providing

for such issue duly adopted by the Board of Directors (authority to do so being hereby expressly vested in the Board). The Board of Directors

is further authorized to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by

adopting a resolution or resolutions providing for the issuance of the shares thereof and by filing a certificate of designation relating

thereto in accordance with the DGCL (a “Certificate of Designation”), to determine and fix the number of shares of

such series and such voting powers, full or limited, or no voting powers, and such designations and relative participating, optional,

preferential or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof,

dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the

number of shares of such series then outstanding) the number of shares of any series as shall be stated and expressed in such resolutions,

all to the fullest extent now or hereafter permitted by the DGCL. Without limiting the generality of the foregoing, the resolution or

resolutions providing for the creation and issuance of any series of Preferred Stock may provide that such series shall be superior or

rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Certificate of Incorporation

(including any Certificate of Designation). Except as otherwise required by law, holders of any series of Preferred Stock shall be entitled

only to such voting rights, if any, as shall expressly be granted thereto by this Certificate of Incorporation (including any Certificate

of Designation).

4.3 Common

Stock.

(a) Voting.

(i)             Class A

Common Stock: For as long as any shares of Class B Common Stock remain outstanding, the holders of Class A Common Stock

shall not be entitled to vote on any matter coming before any meeting of the Stockholders, including, without limitation, the election

of Directors; provided, however, that (x) the holders of Class A Common Stock shall be entitled to vote on matters

where the vote of the holders of Class A Common Stock is required by the DGCL, and (y) if this Certificate of Incorporation

or the DGCL requires either the Stockholders generally or holders of any class of Common Stock specifically to approve a matter which,

if approved, would adversely affect the powers, preferences, or special rights of Class A Common Stock, then approval of a majority

of the total voting power - or, in case of an amendment to this Certificate of Incorporation that adversely affects the powers, preferences,

or special rights of Class A Common Stock, the majority set forth in Section 11.1(a) - of all the then outstanding

shares of Class A Common Stock, voting as a separate class, shall be required; provided, further, that if the holders

of Class A Common Stock are entitled to vote on any matter, then each holder of Class A Common Stock shall be entitled to one

(1) vote per share upon such matter coming before any meeting of the Stockholders and, except as otherwise expressly provided herein

or as required by law, the holders of Class B Common Stock and Class A Common Stock will vote together and not as separate

series or classes. Immediately at such time when no share of Class B Common Stock remains outstanding, each outstanding share of

Class A Common Stock shall, automatically and without any further action on the part of the Corporation or its Stockholders, and

notwithstanding anything to the contrary herein, be entitled to one (1) vote on all matters submitted to a vote of the Stockholders.

(ii)            Class B

Common Stock: The holders of the outstanding Class B Common Stock shall be entitled to one (1) vote per share upon any

matter coming before any meeting of the Stockholders, including where the vote of the holders of Class A Common Stock is not required.

(b) Dividends.

(i)             Class A

Common Stock: Subject to the rights of the holders of Preferred Stock, the holders of outstanding shares of Class A Common Stock

shall be entitled to receive dividends and other distributions (payable in cash, property or capital stock of the Corporation) when,

as and if declared thereon by the Board of Directors from time to time out of any assets or funds of the Corporation legally available

therefor and shall share equally on a per share basis in such dividends and distributions.

(ii)            Class B

Common Stock: Notwithstanding anything to the contrary herein, the holders of shares of Class B Common Stock shall not be entitled

to receive any such dividends or distributions in respect of the outstanding shares of Class B Common Stock held by them.

in the Event of Liquidation, Dissolution or Winding-up. In the event of any voluntary or involuntary liquidation, dissolution or

winding-up of the Corporation, (i) after payment or provision for payment of the debts and other liabilities of the Corporation,

and subject to the rights of the holders of Preferred Stock in respect thereof, the holders of the outstanding shares of Class A

Common Stock shall be entitled to receive all the remaining assets of the Corporation available for distribution to its Stockholders,

ratably in proportion to the number of outstanding shares of Class A Common Stock held by them; and (ii) notwithstanding anything

to the contrary herein, the holders of the outstanding shares of Class B Common Stock shall not be entitled to receive any assets

or distributions upon the liquidation, dissolution or winding-up of the Corporation in respect of the outstanding shares of Class B

Common Stock held by them.

(d)            Automatic

Cancellation of Class B Common Stock. At no point in time may the number of outstanding shares of Class B Common Stock

held by a Stockholder exceed the number of outstanding shares of Class A Common Stock held by such Stockholder. In the event that

any holder of Class B Common Stock (a “Class B Stockholder”), directly or indirectly, sells, transfers,

assigns, conveys, gifts, exchanges or otherwise disposes of any legal or beneficial interest in (each such action, “Transfer”)

any shares of Class A Common Stock, other than in connection with a Class B Permitted Transfer, such that as a result of such

Transfer, the transferring Class B Stockholder would hold a number of shares of Class B Common Stock greater than the number

of shares of Class A Common Stock it holds (such difference, the “Excess Bs”), then the Excess Bs shall be automatically

cancelled for no consideration concurrently with such Transfer, so that immediately following such Transfer, the number of shares of

Class B Common Stock held by such Class B Stockholder equals the number of shares of Class A Common Stock held by such

Class B Stockholder.

(e)            Transfer

of Class B Common Stock. Class B Common Stock may not be Transferred nor leased, except to an Affiliate of a Class B

Stockholder in accordance with the terms hereof and the By-laws of the Corporation (as amended and restated, the “By-laws”

and, each such Transfer, a “Class B Permitted Transfer”). If a Class B Stockholder Transfers: (i) any

shares of Class A Common Stock to any of its Affiliates, such that as a result of such Transfer, the transferring Class B Stockholder

would hold Excess Bs, then the Excess Bs shall be Transferred to such Affiliate concurrently with the Transfer of the Class A Common

Stock, so that immediately following the Transfer, the number of shares of Class B Common Stock held by the transferring and the

receiving Class B Stockholder does not exceed the number of shares of Class A Common Stock respectively held by both Class B

Stockholders; (ii) any shares of Class B Common Stock to an Affiliate that does not hold any shares of Class A Common

Stock, such Class B Permitted Transfer shall be accompanied by the Transfer of at least an equal number of shares of Class A

Common Stock; and (iii) any shares of Class B Common Stock to an Affiliate that holds shares of Class A Common Stock,

such Class B Permitted Transfer shall be accompanied by the Transfer of at least a number of shares of Class A Common Stock

so that following the Transfer, with respect to each of the transferring Class B Stockholder and the receiving Class B Stockholder,

the number of shares of Class B Common Stock held by such Class B Stockholder will not exceed the number of shares of Class A

Common Stock held by such Class B Stockholder. Any attempted Transfer of Class B Common Stock in violation of this Section 4.3

shall be null and void and shall not be recognized by the Corporation, the Corporation’s transfer agent or the Secretary of the

Corporation. Notwithstanding anything to the contrary herein, a holder of Class B Common Stock may, at any time and from time to

time, by delivery of written notice to the Corporation, forfeit shares of Class B Common Stock to the Corporation for no value without

Transferring or forfeiting any shares of Class A Common Stock. Upon the Corporation’s receipt of such a notice, the forfeited

shares of Class B Common Stock shall be cancelled and shall no longer be issued or outstanding for any purpose, and the Corporation

shall promptly reflect such cancellation on its books and records (including the stock ledger) and take such ministerial actions as are

necessary to effect such cancellation.

(f)             Warrants,

rights and options respecting stock. Without limiting the generality of the foregoing, the Corporation may create and issue, whether

or not in connection with the issue and sale of any shares of stock or other securities of the Corporation, warrants, rights or options

entitling the holders thereof to acquire from the Corporation any shares of its capital stock of any class or classes of the corporation,

in accordance with Section 157 of the DGCL and any other applicable provision of law. With respect to warrants, rights and options,

for the avoidance of doubt, the Board of Directors is authorized to, without limitation: determine their respective exercisability for

any class or series of capital stock, at such exercise price or prices (including nominal or de minimis and cashless exercise prices);

provide for the adjustment of the number and/or class of shares issuable upon exercise, and/or the exercise price, in the event of stock

splits, stock dividends, combinations, reclassifications, mergers, consolidations, asset sales, recapitalizations, or other similar events;

permit or require the assumption of such warrants, rights, or options, and the obligations thereunder, by any successor or acquiring

entity in connection with a merger, consolidation, or other fundamental transaction; reserve and keep available out of the authorized

but unissued shares of the Corporation such number of shares as may be necessary to permit the exercise in full of all outstanding warrants,

rights, or options; and until the exercise thereof and the issuance of shares thereunder, vary the rights granted to holders assuming

such warrants, rights, or options from the rights granted to various classes of stockholders of the Corporation.

ARTICLE V

BOARD OF DIRECTORS

5.1            General

Powers. Except as otherwise expressly provided by the DGCL, the business and affairs of the Corporation shall be managed by or under

the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon them by the DGCL or by this

Certificate of Incorporation or the By-laws, the Directors are hereby empowered to exercise all such powers and do all such acts and

things as may be exercised or done by the Corporation.

5.2 Number

of Directors; Initial Directors; Term.

(a)            The

size and composition of the Board of Directors shall consist of one (1) or more members as determined from time to time by resolution

of the Board. Each Director shall be a natural person.

(b)            Subject

to the rights of holders of any series of Preferred Stock with respect to the election of Directors, the number of Directors that constitutes

the entire Board of Directors of the Corporation shall be as from time to time fixed by, or in the manner provided in, the By-laws.

to the rights of holders of any series of Preferred Stock with respect to the election of Directors, each Director shall serve until

his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal.

(d)            Elections

of Directors need not be by written ballot unless the By-laws shall so provide.

5.3            Removal.

Subject to the rights of any series of Preferred Stock with respect to the removal of Directors, the Board of Directors or any individual

Director may be removed from office at any time, for cause or without cause, by the affirmative vote of the holders of a majority of

the voting power of all of the then outstanding shares of voting stock of the Corporation entitled to vote at an election of Directors.

5.4            Vacancies

and Newly Created Directorships. Subject to the rights of holders of any series of Preferred Stock with respect to the filling of

vacancies on the Board of Directors, and except as otherwise provided in the DGCL, vacancies occurring on the Board of Directors for

any reason and newly created directorships resulting from an increase in the authorized number of Directors may be filled in any manner

permitted by the DGCL, including by (a) the affirmative vote of a majority of the Directors then in office, even though less than

a quorum of the Board of Directors, or (b) a sole remaining Director, in each case to the extent permitted by the DGCL; the directors

chosen to fill a vacancy shall hold office until the next annual election and until their successors are duly elected and qualified,

or until their earlier death, resignation or removal.

5.5            By-laws.

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend

or repeal the By-laws.

ARTICLE VI

ACTION BY CONSENT OF THE STOCKHOLDERS; SPECIAL MEETINGS

6.1 Action

by Consent of Stockholders.

(a)            Any

action required or permitted by the DGCL to be taken at any annual or special meeting of the Stockholders may be taken without a meeting,

without prior notice and without a vote if a consent or consents, setting forth the action so taken, shall be (i) signed by the

holder or holders of shares having not less than the minimum number of votes that would be necessary to take or authorize the action

at a meeting at which holders of all shares entitled to vote on the action were present and voted and (ii) delivered in the manner

provided by Section 228 of the DGCL. Every consent shall bear the date of signature of each Stockholder who signs the consent.

(b)            No

consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent

delivered in the manner required by Section 228 of the DGCL, consents signed by a sufficient number of holders to take action are

delivered to the Corporation as aforesaid.

notice of the taking of the corporate action without a meeting by less than unanimous consent shall, to the extent required by applicable

law, be given to those Stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have

been entitled to notice of the meeting if the record date for such meeting had been the date that consents signed by a sufficient number

of holders to take the action were delivered to the Corporation. The notice required by this subsection may be provided by a notice which

constitutes a notice of internet availability of proxy materials under rules promulgated under the Exchange Act.

6.2 Special

Meetings.

(a)            Except

as otherwise expressly provided by the terms of any series of Preferred Stock permitting the holders of such series of Preferred Stock

to call a special meeting of the holders of such series, special meetings of the Stockholders may be called only by (i) the Board

of Directors pursuant to a written resolution adopted by a majority of the total number of Directors holding office, (ii) the President

of the Corporation, if there be one, or (iii) the Chief Executive Officer of the Corporation, if there be one. Only such business

shall be conducted at a special meeting of Stockholders as shall have been brought before the meeting by or at the direction of the Board

of Directors.

(b)            The

Board of Directors may adjourn, postpone or reschedule any previously scheduled special meeting at any time, before or after the notice

for such meeting has been sent to the Stockholders.

6.3            Advance

Notice. Advance notice of Stockholder nominations for the election of Directors and of business to be brought by the Stockholders

before any meeting of the Stockholders shall be given in the manner provided in the By-laws.

ARTICLE VII

LIMITATION OF LIABILITY

7.1            Limitation

of Personal Liability. To the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended, a Director or

officer of the Corporation shall not be personally liable either to the Corporation or to any of its Stockholders for monetary damages

arising from a breach of fiduciary duty owed to the Corporation or its Stockholders. If the DGCL or any other law of the State of Delaware

is amended after the date this Certificate of Incorporation became effective to authorize corporate action further eliminating or limiting

the personal liability of Directors or officers, then the liability of a Director or officer of the Corporation, as applicable, shall

be eliminated or limited to the fullest extent permitted by the DGCL as so amended. Any repeal or modification of the foregoing provisions

of this Article VII by the Stockholders shall not adversely affect any right or protection of a Director or officer of the

Corporation existing at the time of, or increase the liability of any Director or officer of the Corporation with respect to any acts

or omissions of such Director or officer occurring prior to, such repeal or modification.

7.2            Definition.

For purposes of this Article VII, “officer” shall mean only a person who, at the time of an act or omission as

to which liability is asserted, falls within the meaning of the term “officer,” as defined in Section 102(b)(7) of

the DGCL.

ARTICLE VIII

INDEMNIFICATION

the fullest extent permitted by the DGCL, as it presently exists or may hereafter be amended from time to time, the Corporation

is also authorized to provide indemnification of (and advancement of expenses to) the Directors, and officers of the Corporation

(and any other persons to which the DGCL permits the Corporation to provide indemnification) through provisions set forth in the By-laws,

agreements with such agents or other persons, vote of the Stockholders or disinterested Directors or otherwise.

ARTICLE IX

SECTION 203 OF THE DGCL

The Corporation shall not

be governed by or subject to Section 203 (Business combinations with interested stockholders) of the DGCL (or any successor

provision thereto).

ARTICLE X

EXCLUSIVE FORUM

10.1 Exclusive

Forum.

(a)            Unless

the Corporation consents in writing to the selection of an alternative forum (an “Alternative Forum Consent”), the

Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought

on behalf of the Corporation, (ii) any action asserting a claim of breach of a duty (including any fiduciary duty) owed by any current

or former Director, officer, Stockholder, employee or agent of the Corporation to the Corporation or the Corporation’s Stockholders,

(iii) any action asserting a claim against the Corporation or any current or former Director, officer, Stockholder, employee or

agent of the Corporation arising out of or relating to any provision of the DGCL, this Certificate of Incorporation or the By-laws (each,

as in effect from time to time), or (iv) any action asserting a claim against the Corporation or any current or former Director,

officer, Stockholder, employee or agent of the Corporation governed by the internal affairs doctrine of the State of Delaware; provided,

however, that, in the event that the Court of Chancery of the State of Delaware lacks subject matter jurisdiction over any

such action or proceeding, the sole and exclusive forum for such action or proceeding shall be another state or federal court located

within the State of Delaware, unless the Court of Chancery (or such other state or federal court located within the State of Delaware,

as applicable) has dismissed a prior action by the same plaintiff asserting the same claims because such court lacked personal jurisdiction

over an indispensable party named as a defendant therein.

(b)            Unless

the Corporation gives an Alternative Forum Consent, the federal district courts of the United States of America shall, to the fullest

extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under

the Securities Act of 1933, as amended.

person or entity purchasing or otherwise acquiring or holding any interest in any security of the Corporation (including, but not limited

to, shares of capital stock of the Corporation) shall be deemed to have notice of and consented to the provisions of this Article X.

ARTICLE XI

AMENDMENTS

11.1          Amendments

to the Certificate of Incorporation. Notwithstanding anything contained in this Certificate of Incorporation to the contrary, in

addition to any vote required by applicable law:

(a)            for

as long as any shares of Class B Common Stock remain outstanding, any amendment to this Certificate of Incorporation shall require

the affirmative vote of the holders of at least two-thirds (66 and 2/3%) of the total voting power of all the then outstanding shares

of Class B Common Stock of the Corporation; provided that any amendment to this Certificate of Incorporation that adversely

affects the powers, preferences, or special rights of Class A Common Stock, then approval of such amendment shall require the affirmative

vote of the holders of at least two-thirds (66 and 2/3%) of the total voting power of all the then outstanding shares of Class A

Common Stock, voting as a separate class; and

(b)            at

such time when no share of Class B Common Stock remains outstanding, the following provisions in this Certificate of Incorporation

may be amended, altered, repealed or rescinded, in whole or in part, and any provision inconsistent therewith or herewith may be adopted,

only by the affirmative vote of the holders of at least two-thirds (66 and 2/3%) of the total voting power of all the then outstanding

shares of stock of the Corporation entitled to vote thereon, voting together as a single class: Article IV, Article V,

Article VI, Article VII, Article VIII, Article IX, Article X, and this Article XI.

11.2          Amendments

to the By-laws. Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the By-laws may be amended

or repealed by:

(a)            the

Board of Directors; or

(b)            the

Stockholders, by the affirmative vote of:

(i)             for

as long as any shares of Class B Common Stock of the Corporation remain outstanding, the holders of at least two-thirds (66 and

2/3%) of the total voting power of all the then outstanding shares of Class B Common Stock of the Corporation; provided that

any adoption, amendment or repeal that adversely affects the holders of Class A Common Stock relative to holders of any other class

of stock of the Corporation shall require the affirmative vote of the holders of at least two-thirds (66 and 2/3%) of the total

voting power of all the then outstanding shares of Class A Common Stock, voting as a separate class; and

(ii)            at

such time when no share of Class B Common Stock remains outstanding, the holders of at least two-thirds (66 and 2/3%) of the voting

power of all the then outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class.

11.3          Severability.

If any provision or provisions of this Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied

to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other circumstance

and of the remaining provisions of this Certificate of Incorporation (including, without limitation, each portion of any paragraph of

this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held

to be invalid, illegal or unenforceable) shall not, to the fullest extent permitted by applicable law, in any way be affected or

impaired thereby and (ii) to the fullest extent permitted by applicable law, the provisions of this Certificate of Incorporation

(including, without limitation, each such portion of any paragraph of this Certificate of Incorporation containing any such provision

held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its Directors, officers,

employees and agents from personal liability in respect of their good faith service to or for the benefit of the Corporation to the fullest

extent permitted by applicable law.

ARTICLE XII

CERTAIN DEFINITIONS

12.1          Definitions.

As used in this Certificate of Incorporation, unless the context otherwise requires, the term:

“Affiliate”

means, with respect to any entity, any other entity directly or indirectly controlling, controlled by or under common control

with such entity; provided that (i) neither the Corporation nor any of its subsidiaries will be deemed an Affiliate of any

Stockholder or any of such Stockholders’ Affiliates and (ii) no Stockholder will be deemed an Affiliate of any other Stockholder,

in each case, solely by reason of any investment in the Corporation (including any representatives of such Stockholder serving on the

Board of Directors);

“Alternative Forum

Consent” has the meaning set forth in Section 10.1(a).

“Board of Directors”

or “Board” means the Board of Directors of the Corporation.

“By-laws”

has the meaning set forth in Section 4.3(e).

“Certificate of

Designation” has the meaning set forth in Section 4.2.

“Certificate of

Incorporation” has the meaning set forth in Section 4.1(b).

“Class A Common

Stock” has the meaning set forth in Section 4.1(a).

“Class B Common

Stock” has the meaning set forth in Section 4.1(a).

“Class B Permitted

Transfer” has the meaning set forth in Section 4.3(e).

“Class B Shareholder”

has the meaning set forth in Section 4.3(d).

“Common Stock”

has the meaning set forth in Section 4.1(a).

“control”

(including the terms “controlling” and “controlled”), with respect to the relationship between

or among two or more persons, means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs

or management of such subject person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise.

“Corporation”

has the meaning set forth in Article I.

“DGCL”

means the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code, as amended from time to

time.

“Directors”

means the directors of the Corporation.

“Exchange Act”

means the Securities Exchange Act of 1934, as amended from time to time.

“Excess Bs”

has the meaning set forth in Section 4.3(d).

“law”

means any U.S. or non-U.S. federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance,

code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied

by a governmental authority (including any department, court, agency or official, or non-governmental self-regulatory organization, agency

or authority and any political subdivision or instrumentality thereof).

“Preferred Stock”

has the meaning set forth in Section 4.1(a).

“Stockholders”

means the stockholders of the Corporation.

“Transfer”

has the meaning set forth in Section 4.3(d).

WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate to be signed on this 11th day of

June, 2026.

Avalanche Treasury Corporation

By:

/s/ Gerald Bartholomew Smith

Name:

Gerald Bartholomew Smith

Title:

President

[Signature Page to the Amended and Restated

Certificate of Incorporation of Avalanche Treasury Corporation]

EX-3.2 — EXHIBIT 3.2

EX-3.2

Filename: tm2615904d7_ex3-2.htm · Sequence: 3

Exhibit 3.2

FIRST AMENDED AND RESTATED

BY-LAWS

AVALANCHE

TREASURY CORPORATION

(a Delaware corporation)

Effective June 11, 2026

TABLE OF CONTENTS

Page

Article 1

DEFINITIONS AND OFFICES

Section 1.01.

Definitions

Section 1.02.

Registered Office

Section 1.03.

Other Offices

Article 2

MEETING OF STOCKHOLDERS

Section 2.01.

Place of Meetings

Section 2.02.

Annual Meetings

Section 2.03.

Special Meetings

Section 2.04.

Notice of Business to be Brought before a Meeting

Section 2.05.

Notice of Nominations for Election to the Board of

Directors

Section 2.06.

Additional Requirements for Valid Nomination of Candidates

to Serve as Director and, if Elected, to be Seated as Directors

Section 2.07.

Record Date

Section 2.08.

Notice of Meetings of Stockholders

Section 2.09.

Waivers of Notice

Section 2.10.

List of Stockholders

Section 2.11.

Quorum of Stockholders

Section 2.12.

Adjournment or Postponement of the Meeting

Section 2.13.

Voting

Section 2.14.

Proxies

Section 2.15.

Voting Procedures and Inspectors at Meetings of Stockholders

Section 2.16.

Rules and Procedures; Conduct of Meetings

Section 2.17.

Order of Business

Section 2.18.

Action by Consent of Stockholders

Article 3

DIRECTORS

Section 3.01.

General Powers and Duties

Section 3.02.

Number of Directors

Section 3.03.

Term of Office

Section 3.04.

Nominations of Directors

Section 3.05.

Resignation and Removal. Vacancies

Section 3.06.

Compensation

Section 3.07.

Regular Meetings

Section 3.08.

Special Meetings

Section 3.09.

Telephone Meetings

Section 3.10.

Adjourned Meetings

Section 3.11.

Notice Procedure

Section 3.12.

Waiver of Notice

Section 3.13.

Organization

Section 3.14.

Quorum of Directors

Section 3.15.

Action by Majority Vote

Section 3.16.

Action Without Meeting

Section 3.17.

Chairman and Vice Chairman

Article 4

COMMITTEES OF THE BOARD OF DIRECTORS

Section 4.01.

Committees of Directors

Section 4.02.

Subcommittees

Article 5

OFFICERS

Section 5.01.

Positions; Election

Section 5.02.

Term of Office

Section 5.03.

Chief Executive Officer

Section 5.04.

President

Section 5.05.

Vice Presidents

Section 5.06.

Secretary

Section 5.07.

Treasurer

Section 5.08.

Assistant Secretaries and Assistant Treasurers

Section 5.09.

Representation of Shares of Other Corporations

Section 5.10.

Authority and Duties of Officers

Section 5.11.

Compensation

Article 6

INDEMNIFICATION

Section 6.01.

Indemnification of Directors and Officers

Section 6.02.

Indemnification of Others

Section 6.03.

Prepayment of Expenses

Section 6.04.

Determination; Claim

Section 6.05.

Non-exclusivity of Rights

Section 6.06.

Insurance

Section 6.07.

Other Indemnification

Section 6.08.

Continuation of Indemnification

Section 6.09.

Amendment or Repeal; Interpretation

iii

Article 7

GENERAL PROVISIONS

Section 7.01.

Certificates Representing Shares

Section 7.02.

Transfer and Registry Agents

Section 7.03.

Lost, Stolen or Destroyed Certificates

Section 7.04.

Transfer of stocks

Section 7.05.

Shares Without Certificates

Section 7.06.

Form of Records; Registered Stockholders

Section 7.07.

Dividends

Section 7.08.

Corporate Seal

Section 7.09.

Fiscal Year

Section 7.10.

Amendments

Section 7.11.

Conflict with Applicable Law or Certificate of Incorporation

Article 1

DEFINITIONS AND OFFICES

Section 1.01.         Definitions.

As used in these By-laws, unless the context otherwise requires, the term:

“Assistant Secretary”

means an Assistant Secretary of the Corporation.

“Assistant Treasurer”

means an Assistant Treasurer of the Corporation.

“Board of Directors”

or “Board” means the Board of Directors of the Corporation.

“By-laws”

means these By-laws of the Corporation, as amended and restated from time to time.

“Certificate of

Incorporation” means the Certificate of Incorporation of the Corporation, as amended and restated from time to time.

“Chairman”

means the Chairman of the Board of Directors.

“Chief Executive

Officer” means the Chief Executive Officer of the Corporation.

“control”

(including the terms “controlling” and “controlled”), with respect to the relationship between

or among two or more persons, means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs

or management of such subject person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise.

“Corporation”

means Avalanche Treasury Corporation, a Delaware corporation.

“DGCL”

means the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code, as amended from time to

time.

“Directors”

means the directors of the Corporation.

“Disclosable Interests”

has the meaning set forth in Section 2.04(e).

“electronic transmission”

means any form of communication, not directly involving the physical transmission of paper, including the use of, or participation in,

one or more electronic networks or databases (including one or more distributed electronic networks or databases) or electronic mail,

that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper

form by such a recipient through an automated process.

“Exchange Act”

means the Securities Exchange Act of 1934, as amended from time to time.

“law”

means any U.S. or non-U.S. federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance,

code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied

by a governmental authority (including any department, court, agency or official, or non-governmental self-regulatory organization, agency

or authority and any political subdivision or instrumentality thereof).

“Nominating Person”

has the meaning set forth in Section 2.05(e).

“Notice of Business”

has the meaning set forth in Section 2.04(a).

“Notice of Nomination”

has the meaning set forth in Section 2.05(a)(ii).

“Notice Record Date”

has the meaning set forth in Section 2.07(a).

“Office of the Corporation”

means the executive office of the Corporation, anything in Section 131 of the DGCL to the contrary notwithstanding.

“person”

means any individual, general partnership, limited partnership, limited liability company, corporation, trust, business trust, joint

stock company, joint venture, unincorporated association, cooperative or association or any other legal entity or organization of whatever

nature, and shall include any successor (by merger or otherwise) of such entity.

“President”

means the President of the Corporation.

“Proceeding”

has the meaning set forth in Section 6.01.

“Proposing Person”

has the meaning set forth in Section 2.04(f).

“Public Disclosure”

of any date or other information means disclosure thereof by a press release reported by the Dow Jones News Services, Associated Press

or comparable U.S. national news service or in a document publicly filed by the Corporation with the SEC pursuant to Sections 13, 14

or 15(d) of the Exchange Act.

“SEC”

means the U.S. Securities and Exchange Commission.

“Secretary”

means the Secretary of the Corporation.

“Synthetic Equity

Position” has the meaning set forth in Section 2.04(e).

“Special Meeting

Timely Notice” means a Notice of Nomination delivered to, or mailed to and received by, the Secretary at the principal executive

offices of the Corporation not earlier than the one hundred twentieth (120th) day prior to the relevant special meeting and not later

than the ninetieth (90th) day prior to such special meeting or, if later, the tenth (10th) day following the day on which Public Disclosure

of the date of the relevant special meeting was first made.

“Stockholder Associated

Person” means, with respect to any Stockholder, (i) any other beneficial owner of stock of the Corporation that is owned

by such Stockholder and (ii) any person that directly, or indirectly through one or more intermediaries, controls, or is controlled

by, or is under common control with, the Stockholder or such beneficial owner.

“Stockholder Information”

has the meaning set forth in Section 2.04(e).

“Stockholders”

means the stockholders of the Corporation.

“Timely Notice”

has the meaning set forth in Section 2.04(d).

“Treasurer”

means the Treasurer of the Corporation.

“Vice President”

means a Vice President of the Corporation.

“Voting Commitment”

has the meaning set forth in Section 2.06(a).

“Voting Record Date”

has the meaning set forth in Section 2.07(a).

Section 1.02.         Registered

Office. The address of the registered office of the Corporation in the State of Delaware, and the name of its registered agent at

such address, shall be as set forth in the Certificate of Incorporation.

Section 1.03.         Other

Offices. The Corporation may also have additional offices at such other place or places, both within and without the State of Delaware,

as the Board of Directors may from time to time determine or as the business and affairs of the Corporation may require.

Article 2

MEETING OF STOCKHOLDERS

Section 2.01.         Place

of Meetings. Meetings of Stockholders may be held within or without the State of Delaware, at such place or solely by means of remote

communication, in the manner authorized by Section 211 of the DGCL, or otherwise, as may be designated by the Board of Directors.

In the absence of any such designation or determination, stockholders’ meetings shall be held at the Corporation’s principal

executive office, whether within or outside of the State of Delaware.

Section 2.02.         Annual

Meetings. The annual meeting of Stockholders shall be held each year on a date and at a time designated by the Board of Directors.

At the annual meeting, Directors shall be elected and any other proper business may be transacted in accordance with the terms of these

By-laws. Unless otherwise required by law, the Board of Directors may postpone, reschedule or cancel any previously scheduled annual

meeting of the stockholders.

Section 2.03.         Special

Meetings. Special meetings of the Stockholders may be called only in the manner set forth in the Certificate of Incorporation. Notice

of every special meeting of the Stockholders shall state the purpose or purposes of such meeting. Except as otherwise required by law,

the business conducted at a special meeting of Stockholders shall be limited exclusively to the business set forth in the Corporation’s

notice of such meeting. The Board of Directors may postpone, reschedule or cancel any previously scheduled special meeting of the stockholders.

Section 2.04.         Notice

of Business to be Brought before a Meeting

(a)            At

a meeting of the Stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly

brought before an annual meeting of the Stockholders, business must be (i) specified in a notice of meeting given by or at the direction

of the Board of Directors, (ii) if not specified in a notice of meeting, otherwise brought before the meeting by the Board of Directors

or the Chairman, if there be one, or (iii) otherwise properly brought before the meeting by a Stockholder present in person who

(A)(1) was a record owner of shares of the Corporation both at the time of giving the notice provided for in this Section 2.04

(the “Notice of Business”) and at the time of the meeting, (2) is entitled to vote at the meeting and (3) has

complied with this Section 2.04 in all applicable respects or (B) properly made such proposal in accordance with Rule 14a-8

under the Exchange Act. The foregoing clause (iii) shall be the exclusive means for a Stockholder to propose business to be

brought before an annual meeting of the Stockholders. The only business that may be brought before a special meeting of the Stockholders

are the businesses specified in the Corporation’s notice of meeting, and the individual or group calling such meeting shall have

exclusive authority to determine the business included in such notice; Stockholders shall not be permitted to propose business to be

brought before a special meeting of the Stockholders.

(b)            Stockholders

seeking to nominate persons for election to the Board of Directors must comply with Section 2.05, and this Section 2.04

shall not be applicable to nominations except as expressly provided in Section 2.05.

business to be properly brought before an annual meeting by a Stockholder under Section 2.04(a)(iii), the stockholder must:

(i) provide Timely Notice (as defined below) thereof in writing and in proper form to the Secretary and (ii) provide any updates

or supplements to the Notice of Business at the times and in the forms required by this Section 2.04.

(d)            To

be timely, a Notice of Business must be delivered to, or mailed to and received by, the Secretary at the principal executive offices

of the Corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the one-year anniversary of the

preceding year’s annual meeting; provided, however, that if no annual meeting was held in the preceding year or the

annual meeting is called for a date that is not within thirty (30) days before or after such anniversary date, Notice of Business to

be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of

the date of the meeting was mailed or Public Disclosure of the date of the meeting was made, whichever occurs first (such Notice of Business

within such time periods, “Timely Notice”). In no event shall any adjournment or postponement of an annual meeting

or the announcement thereof commence a new time period for the giving of Timely Notice as described above.

(e)            To

be in proper form for purposes of this Section 2.04, a Notice of Business shall set forth:

(i)            as

to each Proposing Person (as defined below), (A) the name, address, signature and the date of signature of such Proposing Person

(including, if applicable, the name and address that appear on the Corporation’s books and records); (B) the number of shares

of each class or series of stock of the Corporation that are, directly or indirectly, owned of record or beneficially owned (within the

meaning of Rule 13d-3 under the Exchange Act) by such Proposing Person, except that such Proposing Person shall in all events be

deemed to beneficially own any shares of any class or series of stock of the Corporation as to which such Proposing Person has a right

to acquire beneficial ownership at any time in the future; and (C) the date or dates on which such shares were acquired (the disclosures

to be made pursuant to the foregoing clauses (A) through (C) are referred to as “Stockholder Information”);

(ii)            as

to each Proposing Person, (A) the material terms and conditions of any “derivative security” (as such term is defined

in Rule 16a-1(c) under the Exchange Act) that constitutes a “call equivalent position” (as such term is defined

in Rule 16a-1(b) under the Exchange Act) or a “put equivalent position” (as such term is defined in Rule 16a-1(h) under

the Exchange Act) or other derivative or synthetic arrangement in respect of any class or series of shares of the Corporation (“Synthetic

Equity Position”) that is, directly or indirectly, held or maintained by, held for the benefit of, or involving such Proposing

Person; provided that, for the purposes of the definition of Synthetic Equity Position, the term “derivative security”

shall also include any security or instrument that would not otherwise constitute a “derivative security” as a result of

any feature that would make any conversion, exercise or similar right or privilege of such security or instrument becoming determinable

only at some future date or upon the happening of a future occurrence, in which case the determination of the amount of securities into

which such security or instrument would be convertible or exercisable shall be made assuming that such security or instrument is immediately

convertible or exercisable at the time of such determination; and, provided, further, that any Proposing Person satisfying

the requirements of Rule 13d-1(b)(1) under the Exchange Act (other than a Proposing Person that so satisfies Rule 13d-1(b)(1) under

the Exchange Act solely by reason of Rule 13d-1(b)(1)(ii)(E)) shall not be required to disclose any Synthetic Equity Position that

is, directly or indirectly, held or maintained by, held for the benefit of, or involving such Proposing Person as a hedge with respect

to a bona fide derivatives trade or position of such Proposing Person arising in the ordinary course of such Proposing Person’s

business as a derivatives dealer, (B) any rights to dividends on the shares of any class or series of stock of the Corporation owned

beneficially by such Proposing Person that are separated or separable from the underlying shares of the Corporation, (C) any material

pending or threatened legal proceeding in which such Proposing Person is a party or material participant involving the Corporation or

any of its officers or directors, or any affiliate of the Corporation, (D) any other material relationship between such Proposing

Person, on the one hand, and the Corporation or any affiliate of the Corporation, on the other hand, (E) any direct or indirect

material interest in any material contract or agreement of such Proposing Person with the Corporation or any affiliate of the Corporation

(including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement), (F) any proportionate

interest in shares of the Corporation or a Synthetic Equity Position held, directly or indirectly, by a general or limited partnership,

limited liability company or similar entity in which any such Proposing Person (1) is a general partner or, directly or indirectly,

beneficially owns an interest in a general partner of such general or limited partnership or (2) is the manager, managing member

or, directly or indirectly, beneficially owns an interest in the manager or managing member of such limited liability company or similar

entity, (G) a representation that such Proposing Person intends or is part of a group which intends to deliver a proxy statement

or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt

the proposal or otherwise solicit proxies from stockholders in support of such proposal and (H) any other information relating to

such Proposing Person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with

solicitations of proxies or consents by such Proposing Person in support of the business proposed to be brought before the meeting pursuant

to Section 14(a) of the Exchange Act (the disclosures to be made pursuant to the foregoing clauses (A) through (H) are

referred to as “Disclosable Interests”); provided, however, that Disclosable Interests shall not include

any such disclosures with respect to the ordinary course business activities of any broker, dealer, commercial bank, trust company or

other nominee who is a Proposing Person solely as a result of being the Stockholder directed to prepare and submit the Notice of Business

on behalf of a beneficial owner; and

(iii)            As

to each item of business that the Stockholder proposes to bring before the annual meeting, (A) a brief description of the business

desired to be brought before the annual meeting, the reasons for conducting such business at the annual meeting and any material interest

in such business of each Proposing Person, (B) the text of the proposal or business (including the text of any resolutions proposed

for consideration and in the event that such business includes a proposal to amend the Certificate of Incorporation or these By-laws,

the language of the proposed amendment), (C) a reasonably detailed description of all agreements, arrangements and understandings

(x) between or among any of the Proposing Persons or (y) between or among any Proposing Person and any other person or entity

(including their names) in connection with the proposal of such business by such Stockholder, and (D) any other information relating

to such item of business that would be required to be disclosed in a proxy statement or other filing required to be made in connection

with solicitations of proxies in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of

the Exchange Act; provided, however, that the disclosures required by this Section 2.04(e)(iii) shall

not include any disclosures with respect to any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person

solely as a result of being the Stockholder directed to prepare and submit the Notice of Business on behalf of a beneficial owner.

(f)            For

purposes of this Section 2.04, the term “Proposing Person” shall mean (i) the Stockholder providing

the Notice of Business, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the Notice of Business is

made, (iii) any participant (as defined in paragraphs (a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A)

with such Stockholder in such solicitation and (iv) any associate (within the meaning of Rule 12b-2 under the Exchange Act

for the purposes of these By-laws) of such Stockholder, beneficial owner or any other participant.

(g)            The

Board of Directors may request that any Proposing Person furnish such additional information as may be reasonably required by the Board

of Directors. Such Proposing Person shall provide such additional information within ten (10) days after it has been requested by

the Board of Directors.

(h)            A

Proposing Person shall update and supplement its Notice of Business to the Corporation of its intent to propose business at an annual

meeting, if necessary, so that the information provided or required to be provided in such Notice of Business pursuant to this Section 2.04

shall be true and correct as of the record date for Stockholders entitled to vote at the meeting and as of the date that is ten (10) business

days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed

to and received by, the Secretary at the principal executive offices of the Corporation (A) not later than five (5) business

days after the record date for Stockholders entitled to vote at the meeting (in the case of the update and supplement required to be

made as of such record date), and (B) not later than eight (8) business days prior to the date for the meeting or, if practicable,

any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting

has been adjourned or postponed) (in the case of the update and supplement required to be made as of ten (10) business days prior

to the meeting or any adjournment or postponement thereof). For the avoidance of doubt, the obligation to update and supplement as set

forth in this paragraph or any other Section of these By-laws shall not limit the Corporation’s rights with respect to any

deficiencies in any Notice of Business provided by a Stockholder, extend any applicable deadlines hereunder or enable or be deemed to

permit a Stockholder who has previously submitted Notice of Business hereunder to amend or update any proposal or to submit any new proposal,

including by changing or adding matters, business or resolutions proposed to be brought before a meeting of the Stockholders.

(i)            Notwithstanding

anything in these By-laws to the contrary, no business shall be conducted at an annual meeting that is not properly brought before the

meeting in accordance with this Section 2.04. The Board of Directors and the chairman of the meeting shall have discretion

to determine whether any business was properly brought before the meeting in accordance with this Section 2.04, and with

the applicable requirements of the Exchange Act and disregard the proposal of any business determined not to be made in compliance with

the foregoing procedure.

(j)            This

Section 2.04 is expressly intended to apply to any business proposed to be brought before an annual meeting of the stockholders

other than any proposal made in accordance with Rule 14a-8 under the Exchange Act and included in the Corporation’s proxy

statement. In addition to the requirements of this Section 2.04 with respect to any business proposed to be brought before

an annual meeting, each Proposing Person shall comply with all applicable requirements of the Exchange Act with respect to any such business.

Nothing in this Section 2.04 shall be deemed to affect the rights of stockholders to request inclusion of proposals in the

Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

Section 2.05.         Notice

of Nominations for Election to the Board of Directors

(a)            Nominations

of any person for election to the Board of Directors at an annual meeting of Stockholders (or at a special meeting of Stockholders) shall

be made at such meeting only:

(i)            by

or at the direction of the Board of Directors, including by any committee or persons authorized to do so by the Board or these By-laws,

(ii)            by

a Stockholder present in person who (A) was a record owner of shares of the Corporation both at the time of giving the notice provided

for in this Section 2.05 (“Notice of Nomination”) and at the time of the meeting, (B) is entitled

to vote at the meeting, and (C) has complied with this Section 2.05 as to such Notice of Nomination and nomination.

This clause (ii) shall be the exclusive means for a Stockholder to make any nomination of a person(s) for election to the Board

of Directors at an annual meeting or special meeting of Stockholders.

(b)            In

addition to any other applicable requirements, for a nomination to be made by a Stockholder pursuant to Section 2.05(a)(ii),

such Stockholder must (1) provide Timely Notice (in case of an annual meeting) or Special Meeting Timely Notice (in case of a special

meeting) thereof in writing and in proper form to the Secretary of the Corporation at the principal executive offices of the Corporation,

it being understood that in no event shall any adjournment or postponement of an annual meeting or special meeting or the announcement

thereof commence a new time period (or extend any time period) for the giving of Timely Notice or Special Meeting Timely Notice, (B) provide

the information with respect to such stockholder and its candidate for nomination as required by this Section 2.05 and Section 2.06

and (C) provide any updates or supplements to the Notice of Nomination at the times and in the forms required by this Section 2.05.

no event may a Proposing Person provide Timely Notice or Special Meeting Timely Notice with respect to a greater number of Director candidates

than are subject to election by Stockholders at the applicable meeting. If the Corporation shall, subsequent to the Notice of Nomination,

increase the number of Directors subject to election at the meeting, such Notice of Nomination as to any additional nominees shall be

due on the later of (1) the conclusion of the time period for Timely Notice (with respect to an annual meeting of stockholders)

or Special Meeting Timely Notice (with respect to a special meeting) or (2) the tenth (10th) day following the date of

Public Disclosure of such increase.

(d)            To

be in proper form for purposes of this Section 2.05, a Notice of Nomination shall set forth:

(i)            As

to each Nominating Person (as defined below) the Stockholder Information (as defined in Section 2.04(e)(i), except that,

for purposes of this Section 2.05, any reference to the term “Proposing Person” used in the definition of “Stockholder

Information” shall be read as a reference to the term “Nominating Person”);

(ii)            As

to each Nominating Person, any Disclosable Interests (as defined in Section 2.04(e)(ii), except that, for purposes of this

Section 2.05, any reference to the term “Proposing Person” used in the definition of “Disclosable Interests”

shall be read as a reference to the term “Nominating Person” and the disclosure with respect to the business to be brought

before the meeting in Section 2.04(e)(ii) shall be made with respect to the election of Directors at the meeting); and

(iii)            As

to each candidate whom a Nominating Person proposes to nominate for election as a Director, (A) all information with respect to

such candidate for nomination that would be required to be set forth in a Notice of Nomination if such candidate for nomination were

a Nominating Person, (B) all information relating to such candidate for nomination that is required to be disclosed in a proxy statement

or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant

to Section 14(a) under the Exchange Act (including such candidate’s written consent to being named in a proxy statement

and accompanying proxy card relating to the Corporation’s next meeting of Stockholders at which directors are to be elected as

a nominee and to serving as a Director if elected), (C) a description of any direct or indirect material interest in any material

contract or agreement between or among any Nominating Person, on the one hand, and each candidate for nomination or his or her respective

associates or any other participants in such solicitation, on the other hand, including, without limitation, all information that would

be required to be disclosed pursuant to Item 404 under Regulation S-K if such Nominating Person were the “registrant”

for purposes of such rule and the candidate for nomination were a director or executive officer of such registrant and (D) a

completed and signed questionnaire, representation and agreement as provided in Section 2.04(i).

(e)            For

purposes of this Section 2.05, the term “Nominating Person” shall mean (i) the Stockholder providing

the Notice of Nomination, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the Notice of Nomination

is made, (iii) any other participant (as defined in paragraphs (a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A

of the Exchange Act) with such Stockholder in such solicitation, and (iv) any associate (within the meaning of Rule 12b-2 under

the Exchange Act for the purposes of these By-laws) of such stockholder, beneficial owner or any other participant in such solicitation.

(f)            The

Board of Directors may request that any Nominating Person furnish such additional information as may be reasonably required by the Board.

Such Nominating Person shall provide such additional information within ten (10) days after it has been requested by the Board.

(g)            A

Stockholder providing a Notice of Nomination shall further update and supplement such Notice of Nomination, if necessary, so that the

information provided or required to be provided in such notice pursuant to this Section 2.05 shall be true and correct as

of the record date for Stockholders entitled to vote at the meeting and as of the date that is ten (10) business days prior to the

meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed to and received by,

the Secretary at the principal executive offices of the Corporation (A) not later than five (5) business days after the record

date for Stockholders entitled to vote at the meeting (in the case of the update and supplement required to be made as of such record

date), and (B) not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment

or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned

or postponed) (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or

any adjournment or postponement thereof). For the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph

or any other Section of these By-laws shall not limit the Corporation’s rights with respect to any deficiencies in any Notice

of Nomination provided by a Stockholder, extend any applicable deadlines hereunder or enable or be deemed to permit a Stockholder who

has previously submitted Notice of Nomination hereunder to amend or update any nomination or to submit any new nomination.

(h)            In

addition to the requirements of this Section 2.05 with respect to any nomination proposed to be made at a meeting, each Nominating

Person shall comply with all applicable requirements of the Exchange Act with respect to any such nominations. Notwithstanding the foregoing

provisions of this Section 2.05, unless otherwise required by law, (i) no Nominating Person shall solicit proxies in

support of Director nominees other than the Corporation’s nominees unless such Nominating Person has complied with Rule 14a-19

promulgated under the Exchange Act in connection with the solicitation of such proxies, including the provision to the Corporation of

notices required thereunder in a timely manner and (ii) if any Nominating Person (1) provides notice pursuant to Rule 14a-19(b) promulgated

under the Exchange Act and (2) subsequently fails to comply with the requirements of Rule 14a-19(a)(2) and Rule 14a-19(a)(3) promulgated

under the Exchange Act, including the provision to the Corporation of notices required thereunder in a timely manner, or fails to timely

provide reasonable evidence sufficient to satisfy the Corporation that such Nominating Person has met the requirements of Rule 14a-19(a)(3) promulgated

under the Exchange Act in accordance with the following sentence, then the nomination of each such proposed nominee shall be disregarded,

notwithstanding that the nominee is included as a nominee in the Corporation’s proxy statement, notice of meeting or other proxy

materials for any annual meeting (or any supplement thereto) and notwithstanding that proxies or votes in respect of the election of

such proposed nominees may have been received by the Corporation (which proxies and votes shall be disregarded). If any Nominating Person

provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act, such Nominating Person shall deliver to the

Corporation, no later than seven (7) business days prior to the applicable meeting, reasonable evidence that it has met the requirements

of Rule 14a-19(a)(3) promulgated under the Exchange Act.

Section 2.06.         Additional

Requirements for Valid Nomination of Candidates to Serve as Director and, if Elected, to be Seated as Directors.

(a)            To

be eligible to be a candidate for election as a Director at an annual or special meeting, a candidate must be nominated in the manner

prescribed in Section 2.05 and the candidate for nomination, whether nominated by the Board or by a Stockholder, must have

previously delivered (in accordance with the time period prescribed for delivery in a notice to such candidate given by or on behalf

of the Board), to the Secretary at the principal executive offices of the Corporation, (i) a completed written questionnaire (in

the form provided by the Corporation upon written request of any Stockholder of record therefor) with respect to the background, qualifications,

stock ownership and independence of such proposed nominee and (ii) a written representation and agreement (in the form provided

by the Corporation upon written request of any Stockholder of record therefor) that such candidate for nomination (A) is not and,

if elected as a director during his or her term of office, will not become a party to (1) any agreement, arrangement or understanding

with, and has not given and will not give any commitment or assurance to, any person or entity as to how such proposed nominee, if elected

as a Director, will act or vote on any issue or question (a “Voting Commitment”) or (2) any Voting Commitment

that could limit or interfere with such proposed nominee’s ability to comply, if elected as a Director, with such proposed nominee’s

fiduciary duties under applicable law, (B) is not, and will not become a party to, any agreement, arrangement or understanding with

any person or entity other than the Corporation with respect to any direct or indirect compensation or reimbursement for service as a

Director that has not been disclosed therein or to the Corporation and (C) if elected as a Director, will comply with all applicable

corporate governance, conflict of interest, confidentiality, stock ownership and trading and other policies and guidelines of the Corporation

applicable to directors and in effect during such person’s term in office as a director (and, if requested by any candidate for

nomination, the Secretary of the Corporation shall provide to such candidate for nomination all such policies and guidelines then in

effect).

(b)            The

Board of Directors may also require any proposed candidate for nomination as a Director to furnish such other information as may reasonably

be requested by the Board in writing prior to the meeting of stockholders at which such candidate’s nomination is to be acted upon.

Without limiting the generality of the foregoing, the Board of Directors may request such other information in order for the Board to

determine the eligibility of such candidate for nomination to be an independent Director or to comply with the Director qualification

standards and additional selection criteria in accordance with the Corporation’s corporate governance guidelines. Such other information

shall be delivered to, or mailed to and received by, the Secretary at the principal executive offices of the Corporation (or any other

office specified by the Corporation in any public announcement) not later than five (5) business days after the request by the Board

has been delivered to, or mailed to and received by, the Nominating Person.

candidate for nomination as a Director shall further update and supplement the materials delivered pursuant to this Section 2.06,

if necessary, so that the information provided or required to be provided pursuant to this Section 2.06 shall be true and

correct as of the record date for Stockholders entitled to vote at the meeting and as of the date that is ten (10) business days

prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed to and

received by, the Secretary at the principal executive offices of the Corporation (or any other office specified by the Corporation in

any public announcement) (A) not later than five (5) business days after the record date for Stockholders entitled to vote

at the meeting (in the case of the update and supplement required to be made as of such record date), and (B) not later than eight

(8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable,

on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and

supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof). For

the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any other Section of these By-laws

shall not limit the Corporation’s rights with respect to any deficiencies in any Notice of Nomination provided by a Stockholder,

extend any applicable deadlines hereunder or enable or be deemed to permit a Stockholder who has previously submitted notice hereunder

to amend or update any proposal or to submit any new proposal, including by changing or adding nominees, matters, business or resolutions

proposed to be brought before a meeting of the Stockholders.

(d)            In

addition to the requirements of this Section 2.06 with respect to any nomination proposed to be made at a meeting, each Nominating

Person shall comply with all applicable requirements of the Exchange Act with respect to any such nominations.

(e)            No

candidate shall be eligible for nomination as a Director unless such candidate for nomination and the Nominating Person seeking to place

such candidate’s name in nomination has complied with Section 2.05 and this Section 2.06, as applicable.

The presiding person at the meeting shall, if the facts warrant, determine that a nomination was not properly made in accordance with

Section 2.05 and this Section 2.06, and if such presiding person should so determine, such presiding person shall

so declare such determination to the meeting, the defective nomination shall be disregarded and any ballots cast for the candidate in

question (but in the case of any form of ballot listing other qualified nominees, only the ballots cast for the nominee in question)

shall be void and of no force or effect.

Section 2.07.         Record

Date.

(a)            For

the purpose of determining the Stockholders entitled to notice of any meeting of Stockholders or any adjournment thereof, unless otherwise

required by the Certificate of Incorporation or applicable law, the Board of Directors may fix a record date (the “Notice Record

Date”), which record date shall not precede the date on which the resolution fixing the record date was adopted by the Board

and shall not be more than sixty (60) or less than ten (10) days before the date of such meeting. The Notice Record Date shall also

be the record date for determining the Stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes

such Notice Record Date, that a later date on or before the date of the meeting shall be the date for making such determination (the

“Voting Record Date”). For the purposes of determining the Stockholders entitled to express consent to corporate action

in writing without a meeting, unless otherwise required by the Certificate of Incorporation or applicable law, the Board of Directors

may fix a record date, which record date shall not precede the date on which the resolution fixing the record date was adopted by the

Board and shall not be more than ten (10) days after the date on which the record date was fixed by the Board. For the purposes

of determining the Stockholders entitled to (i) receive payment of any dividend or other distribution or allotment of any rights,

(ii) exercise any rights in respect of any change, conversion or exchange of stock or (iii) take any other lawful action, unless

otherwise required by the Certificate of Incorporation or applicable law, the Board of Directors may fix a record date, which record

date shall not precede the date on which the resolution fixing the record date was adopted by the Board and shall not be more than sixty

(60) days prior to such action.

(b)            If

no such record date is fixed:

(i)            the

record date for determining Stockholders entitled to notice of, and to vote at, a meeting of Stockholders shall be at the close of business

on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding

the day on which the meeting is held;

(ii)            the

record date for determining Stockholders entitled to express consent to corporate action in writing without a meeting (unless otherwise

provided in the Certificate of Incorporation), when no prior action by the Board of Directors is required by applicable law, shall be

the first day on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation

in accordance with applicable law; and when prior action by the Board of Directors is required by applicable law, the record date for

determining Stockholders entitled to express consent to corporate action in writing without a meeting shall be at the close of business

on the date on which the Board of Directors takes such prior action; and

(iii)            when

a determination of Stockholders of record entitled to notice of, or to vote at, any meeting of Stockholders has been made as provided

in this Section 2.07, such determination shall apply to any adjournment thereof, unless the Board fixes a new Voting Record

Date for the adjourned meeting, in which case the Board shall also fix such Voting Record Date or a date earlier than such date as the

new Notice Record Date for the adjourned meeting.

Section 2.08.         Notice

of Meetings of Stockholders. Whenever, under the provisions of applicable law, the Certificate of Incorporation or these By-laws,

Stockholders are required or permitted to take any action at a meeting, notice shall be given in accordance with Section 232 of

the DGCL, stating the place, if any; date and hour of the meeting; the means of remote communication, if any, by which Stockholders and

proxy holders may be deemed to be present in person and vote at such meeting; the Voting Record Date, if such date is different from

the Notice Record Date; and, in the case of a special meeting, the purposes for which the meeting is called. Unless otherwise provided

by these By-laws or applicable law, notice of any meeting shall be given, not less than ten (10) nor more than sixty (60) days before

the date of the meeting, to each Stockholder entitled to vote at such meeting as of the Notice Record Date. If mailed, such notice shall

be deemed to be given when deposited in the U.S. mail, with postage prepaid, and directed to the Stockholder at his or her address as

it appears on the records of the Corporation. An affidavit of the Secretary, an Assistant Secretary or the transfer agent of the Corporation

that the notice required by this Section 2.08 has been given shall, in the absence of fraud, be prima facie evidence of the

facts stated therein. If a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time

and place thereof are announced at the meeting at which the adjournment is taken. Any business that might have been transacted at the

meeting as originally called may be transacted at the adjourned meeting. If, however, the adjournment is for more than thirty (30) days,

a notice of the adjourned meeting shall be given to each Stockholder of record entitled to vote at the meeting. If, after the adjournment,

a new Voting Record Date is fixed for the adjourned meeting, the Board of Directors shall fix a new Notice Record Date in accordance

with Section 2.07(b)(iii) hereof and shall give notice of such adjourned meeting to each Stockholder entitled to vote

at such meeting as of the Notice Record Date.

Section 2.09.         Waivers

of Notice. Whenever the giving of any notice to Stockholders is required by applicable law, the Certificate of Incorporation or these

By-laws, a waiver thereof, given by the person entitled to said notice, whether before or after the event as to which such notice is

required, shall be deemed equivalent to notice. Attendance by a Stockholder at a meeting shall constitute a waiver of notice of such

meeting except when the Stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction

of any business on the ground that the meeting has not been lawfully called or convened. Neither the business to be transacted at, nor

the purposes of, any regular or special meeting of the Stockholders need be specified in any waiver of notice.

Section 2.10.         List

of Stockholders. The Secretary shall prepare and make available, at least ten (10) days before every meeting of Stockholders,

a complete, alphabetical list of the Stockholders entitled to vote at the meeting, and showing the address of each Stockholder and the

number of shares registered in the name of each Stockholder: provided that the Corporation shall not be required to include electronic

mail addresses or other electronic contact information on such list. Such list may be examined by any Stockholder, the Stockholder’s

agent or attorney, at the Stockholder’s expense, for any purpose germane to the meeting, for a period of at least ten (10) days

prior to the meeting, during ordinary business hours at the principal place of business of the Corporation or on a reasonably accessible

electronic network as provided by applicable law. Except as provided by applicable law, the stock ledger shall be the only evidence as

to who are the Stockholders entitled to examine the list of Stockholders or to vote in person or by proxy at any meeting of Stockholders.

Section 2.11.         Quorum

of Stockholders. Except as otherwise provided by these By-laws or the Certificate of Incorporation, at each meeting of Stockholders,

the presence in person or by proxy of the holders of a majority of the voting power of all outstanding shares of stock entitled to vote

at the meeting of Stockholders shall constitute a quorum for the transaction of any business at such meeting, except that, where a separate

vote by a class or series of classes of shares is required, a quorum shall consist of no less than a majority of the voting power of

all outstanding shares of stock of such class or series of classes, as applicable. A quorum, once established, shall not be broken by

the withdrawal of enough votes to leave less than a quorum. If, however, such quorum shall not be present or represented at any meeting

of the stockholders, the Stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn

the meeting from time to time, in the manner provided in Section 2.12, until a quorum shall be present or represented.

Section 2.12.         Adjournment

or Postponement of the Meeting.

(a)            Any

meeting of the stockholders may be adjourned or postponed from time to time by the Chairman of such meeting or by the Board, without

the need for approval thereof by Stockholders to reconvene or convene, respectively, at the same or some other place.

(b)            In

the absence of a quorum, either the Chairman of such meeting, the Board, or the holders of a majority in voting power of the shares of

stock present in person or represented by proxy at any meeting of Stockholders, including an adjourned or postponed meeting, may adjourn

or postpone such meeting to another time and place. Shares of its own stock belonging to the Corporation or to another corporation, if

a majority of the shares entitled to vote in the election of Directors of such other corporation is held, directly or indirectly, by

the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall

not limit the right of the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

a meeting is adjourned or postponed to another time or place (including an adjournment taken to address a technical failure to convene

or continue a meeting using remote communication), unless these By-laws otherwise require, notice need not be given of the adjourned

or postponed meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which Stockholders and proxy

holders may be deemed to be present in person and vote at such adjourned or postponed meeting are announced at the meeting at which the

adjournment or postponement is taken.

(d)            At

any adjourned or postponed meeting, the Corporation may transact any business which might have been transacted at the original meeting.

(e)            If

the adjournment or postponement is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each Stockholder

of record entitled to vote at the meeting. If after the adjournment or postponement a new record date for determination of Stockholders

entitled to vote is fixed for the adjourned or postponed meeting, the Board of Directors shall fix as the record date for determining

stockholders entitled to notice of such adjourned or postponed meeting the same or an earlier date as that fixed for determination of

Stockholders entitled to vote at the adjourned or postponed meeting, and shall give notice of the adjourned or postponed meeting to each

stockholder of record entitled to vote at such meeting as of the record date so fixed for notice of such adjourned or postponed meeting.

Section 2.13.         Voting.

Each outstanding stock shall be entitled to the voting rights set forth with respect to shares of its class and series in the Certificate

of Incorporation. At any meeting of Stockholders, all matters other than the election of Directors, except as otherwise provided by the

Certificate of Incorporation, these By-laws or any applicable law, shall be decided by the affirmative vote of a majority in voting power

of shares of stock present in person or represented by proxy and entitled to vote thereon. At all meetings of Stockholders for the election

of Directors, a plurality of the votes cast shall be sufficient to elect Directors.

Section 2.14.         Proxies.

Each Stockholder entitled to vote at a meeting of Stockholders or to express consent or dissent to corporate action in writing without

a meeting may authorize another person or persons to act for such Stockholder by a written proxy, but no such proxy shall be voted or

acted upon after three (3) years from its date, unless the proxy expressly provides for a longer period. A proxy shall be irrevocable

if it states that it is irrevocable and if, and only so long as, it is coupled with an interest sufficient in law to support an irrevocable

power. A Stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by delivering to the

Secretary a revocation of the proxy or by delivering a new proxy bearing a later date. A proxy may be in the form of an electronic transmission

which sets forth or is submitted with information from which it can be determined that the transmission was authorized by the stockholder.

Unless otherwise required by law or listing standards, any stockholder directly or indirectly soliciting proxies from other stockholders

must use a proxy card color other than white, which shall be reserved for the exclusive use by the Board.

Section 2.15.         Voting

Procedures and Inspectors at Meetings of Stockholders.

(a)            The

Board of Directors, in advance of any meeting of Stockholders, shall appoint one or more inspectors, who may be employees of the Corporation,

to act at the meeting and make a written report thereof. No person who is a candidate for office at an election may serve as an inspector

at such election. The Board of Directors may designate one or more persons as alternate inspectors to replace any inspector who fails

to act. If no inspector or alternate is able to act at a meeting, the person presiding at the meeting shall appoint one or more inspectors

to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully

to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall have

the duties prescribed by law and shall take charge of the polls and, when the vote is completed, shall execute and deliver to the Corporation

a certificate of the result of the vote taken and of such other facts as may be required by applicable law. The inspectors may appoint

or retain other persons or entities to assist the inspectors in the performance of their duties.

(b)            Unless

otherwise provided by the Board of Directors, the date and time of the opening and the closing of the polls for each matter upon which

the Stockholders will vote at a meeting shall be determined by the Chairman of the meeting and shall be announced at the meeting. No

ballot, proxies, votes or any revocation thereof or change thereto, shall be accepted by the inspectors after the closing of the polls

unless the Court of Chancery of the State of Delaware upon application by a Stockholder shall determine otherwise. In determining the

validity and counting of proxies and ballots cast at any meeting of Stockholders, the inspectors may consider such information as is

permitted by applicable law.

Section 2.16.         Rules and

Procedures; Conduct of Meetings.

(a)            The

Board of Directors may adopt such rules and procedures for the conduct of Stockholder meetings as it deems appropriate.

(b)            At

each meeting of Stockholders, the Chairman or, in the absence of the Chairman, the Chief Executive Officer or, in the absence of the

Chairman and the Chief Executive Officer, the President or, if there is no Chairman, Chief Executive Officer or President, or if they

are absent, a Vice President and, in the case that more than one Vice President shall be present, that Vice President designated by the

Board (or in the absence of any such designation, the most senior Vice President present), shall preside over the meeting.

to the extent inconsistent with the rules and procedures as adopted by the Board, the Chairman of the meeting of Stockholders shall

have the right and authority to:

(i)            convene,

adjourn and reconvene the meeting from time to time;

(ii)            prescribe

such additional rules and procedures and to do all such acts as, in the judgment of such person, are appropriate for the proper

conduct of the meeting. Such rules and procedures, whether adopted by the Board of Directors or prescribed by the Chairman of the

meeting, may include (1) the establishment of an agenda or order of business for the meeting, (2) rules and procedures

for maintaining order at the meeting and the safety of those present, (3) limitations on attendance at or participation in the meeting

to Stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the person presiding

over the meeting shall determine, (4) restrictions on entry to the meeting after the time fixed for the commencement thereof and

(5) limitations on the time allotted to questions or comments by participants;

(iii)            determine

and declare to the meeting that a matter or business was not properly brought before the meeting and if such presiding person should

so determine, he or she shall so declare to the meeting and any such matter or business not properly brought before the meeting shall

not be transacted or considered.

(d)            Unless

and to the extent determined by the Board of Directors or the Chairman of the meeting, meetings of Stockholders shall not be required

to be held in accordance with the rules of parliamentary procedure.

(e)            The

Secretary or, in his or her absence, one of the Assistant Secretaries, shall act as secretary of the meeting.

(f)            If

none of the officers above designated to act as Chairman of the meeting or as secretary of the meeting shall be present, a person presiding

over the meeting or a secretary of the meeting, as the case may be, shall be designated by the Board of Directors and, if the Board has

not so acted, in the case of the designation of a person to act as secretary of the meeting, designated by the person presiding over

the meeting.

(g)            To

the extent permitted by applicable law, meetings of stockholders may be conducted by means of remote communications in the manner authorized

by Section 211 of the DGCL.

Section 2.17.         Order

of Business. The order of business at all meetings of Stockholders shall be as determined by the Chairman of the meeting.

Section 2.18.         Action

by Consent of Stockholders. Any action required or permitted by the DGCL to be taken at any annual or special meeting of the Stockholders

may be taken without a meeting, without prior notice and without a vote, if a consent or consents of Stockholders is obtained and delivered

in accordance with the provisions of the Certificate of Incorporation.

Article 3

DIRECTORS

Section 3.01.         General

Powers and Duties. Except as otherwise provided by the Certificate of Incorporation or the DGCL, the business and affairs of the

Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation

except as may be otherwise provided in the DGCL, the Certificate of Incorporation, these By-laws or required by the rules and regulations

of any securities exchange or quotation system on which the securities of the Corporation are listed or quoted for trading. The Board

of Directors may adopt such rules and procedures, not inconsistent with the Certificate of Incorporation, these By-laws or applicable

law, as it may deem proper for the conduct of its meetings and the management of the Corporation.

Section 3.02.         Number

of Directors. Subject to the Certificate of Incorporation, the total number of Directors constituting the Board of Directors shall

be determined from time to time by resolution of the Board. No reduction of the authorized number of Directors shall have the effect

of removing any Director before that Director’s term of office expires.

Section 3.03.         Term

of Office. Subject to the Certificate of Incorporation, each Director, including a director elected to fill a vacancy or newly created

directorship, shall hold office until (i) the next annual meeting of Stockholders and a successor is duly elected and qualified

or (ii) the Director’s earlier death, resignation, disqualification or removal.

Section 3.04.         Nominations

of Directors. Except as provided in Section 3.05, and subject to the Certificate of Incorporation, Directors shall be

elected at each annual meeting of Stockholders to hold office until the next annual meeting. Directors need not be Stockholders or residents

of the State of Delaware.

Section 3.05.         Resignation

and Removal. Vacancies.

(a)            Any

Director may resign at any time by notice given in writing or by electronic transmission to the Chairman, with a copy to the Secretary.

The resignation shall take effect at the time specified therein or upon the happening of an event specified therein, and if no time or

event is specified, at the time of its receipt; unless otherwise specified in such resignation, the acceptance of such resignation shall

not be necessary to make it effective.

(b)            Subject

to the terms of any outstanding series of preferred stock, any Director may be removed from office at any time, with or without cause,

and only by the affirmative vote of the holders of at least a majority of the voting power of the issued and outstanding capital stock

of the Corporation entitled to vote in the election of Directors.

otherwise provided in the Certificate of Incorporation or these By-laws, newly created directorships resulting from any increase in the

authorized number of Directors, or any vacancies on the Board of Directors resulting from the death, resignation, retirement, disqualification,

removal from office or other cause shall, unless otherwise required by law, be filled by the affirmative vote of a majority of the remaining

Directors then in office, even though less than a quorum of the Board of Directors, or by a sole remaining Director. When one or more

Directors resigns and the resignation is effective at a future date, a majority of the Directors then in office, including those who

have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations

shall become effective, and each Director so chosen shall hold office as provided in this section in the filling of other vacancies.

Section 3.06.         Compensation.

Unless otherwise restricted by the Certificate of Incorporation or these By-laws, the Board of Directors shall have the authority to

fix the compensation of Directors, including for service on a committee (or sub-committee) of the Board of Directors. The Directors may

be reimbursed for their reasonable and documented expenses, if any, incurred in connection with the performance of his or her duties

(including, for serving as member of any committees (or sub-committee) of the Board of Directors). No such payment shall preclude any

Director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 3.07.         Regular

Meetings. Regular meetings of the Board may be held at such times and at such places within or without the State of Delaware as may

be determined from time to time by the Board of Directors or its Chairman and publicized among all Directors by one of the means specified

in Section 3.11. No further notice shall be required for regular meetings of the Board. A regular meeting of the newly elected

Board of Directors shall be held without other notice immediately following each annual meeting of Stockholders, at which the Board of

Directors shall elect officers and transact any other business as shall come before the meeting.

Section 3.08.         Special

Meetings. Special meetings of the Board of Directors may be held at such times and at such places within or without the State of

Delaware as may be determined by the Chairman, the Chief Executive Officer, or the President or a majority of the total number of Directors

constituting the Board of Directors on at least twenty-four (24) hours’ notice to each Director given by one of the means specified

in Section 3.11 hereof other than by mail, or on at least three (3) days’ notice if given by mail.

Section 3.09.         Telephone

Meetings. Board of Directors or its committee meetings may be held by means of telephone conference or other communications equipment

by means of which all persons participating in the meeting can hear each other. Participation by a Director in a meeting pursuant to

this Section 3.09 shall constitute presence in person at such meeting.

Section 3.10.         Adjourned

Meetings. A majority of the Directors present at any meeting of the Board of Directors, including an adjourned meeting, whether or

not a quorum is present, may adjourn and reconvene such meeting to another time and place. At least twenty-four (24) hours’ notice

(in case the notice is given by one of the means specified in Section 3.11 other than by mail), or at least three (3) days’

notice (in case the notice is given by mail), of any adjourned meeting of the Board shall be given to each Director whether or not present

at the time of the adjournment, by one of the means specified in Section 3.11. Any business may be transacted at an adjourned

meeting that might have been transacted at the meeting as originally called.

Section 3.11.         Notice

Procedure. Subject to Section 3.08 and Section 3.12 hereof, whenever notice is required to be given to any

Director by applicable law, the Certificate of Incorporation or these By-laws, such notice shall be deemed given effectively if given

in person or by telephone, mail or electronic mail addressed to such Director at such Director’s address or email address, as applicable,

as it appears on the records of the Corporation, by facsimile or by other means of electronic transmission.

Section 3.12.         Waiver

of Notice. Whenever the giving of any notice to Directors is required by applicable law, the Certificate of Incorporation or these

By-laws, a waiver thereof, in writing signed by the Director entitled to the notice, whether before or after such notice is required,

shall be deemed equivalent to notice. Attendance by a Director at a meeting shall constitute a waiver of notice of such meeting except

when the Director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any

business on the ground that the meeting was not lawfully called or convened. Neither the business to be transacted at, nor the purpose

of, any regular or special Board of Directors or committee meeting need be specified in any waiver of notice.

Section 3.13.         Organization.

(a)            At

each meeting of the Board of Directors, the Chairman or, in the absence of the Chairman, the Vice Chairman (if appointed) or, in absence

of the Chairman and the Vice Chairman (if appointed), a Director chosen by a majority of the Directors present shall preside over the

meeting. The Secretary shall act as secretary at each meeting of the Board of Directors. The Chairman or any other chairman of single

meetings shall not have any special voting rights or a casting vote in the event of a tie.

(b)            Except

as provided below, the Secretary shall act as secretary at each meeting of the Board of Directors. If the Secretary is absent from any

meeting of the Board of Directors, an Assistant Secretary shall perform the duties of secretary at such meeting; and in the absence from

any such meeting of the Secretary and all Assistant Secretaries, the person presiding at the meeting may appoint any person to act as

secretary of the meeting.

Section 3.14.         Quorum

of Directors. Except as otherwise required by law, or the Certificate of Incorporation or the rules and regulations of any securities

exchange or quotation system on which the securities of the Corporation are listed or quoted for trading, at all meetings of the Board

of Directors a majority of the entire Board of Directors shall constitute a quorum for the transaction of business.

Section 3.15.         Action

by Majority Vote. Except as otherwise expressly required by applicable laws, these By-laws, or the Certificate of Incorporation,

the vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors;

provided that to the extent one or more Directors recuses himself or herself from an act, the act of a majority of the remaining Directors

present shall be the act of the Board of Directors.

Section 3.16.         Action

Without Meeting. Unless otherwise restricted in the Certificate of Incorporation or by these By-laws, any action required or permitted

to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all Directors or members

of such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writings or electronic transmissions

are filed with the minutes of proceedings of the Board of Directors or committee. After an action is taken, the consent or consents relating

thereto shall be filed with the minutes of the proceedings of the Board of Directors, or the committee thereof, in the same paper or

electronic form as the minutes are maintained in any case in a manner permitted by Section 116 of the DGCL. Such action by written

consent or consent by electronic transmission shall have the same force and effect as a unanimous vote of the Board of Directors.

Section 3.17.         Chairman

and Vice Chairman. The Board of Directors may appoint one of the Directors to serve as Chairman of the Board and one of the Directors

to serve as Vice Chairman of the Board, but any such appointment shall not result in any Director becoming an officer of the Corporation.

If the Board of Directors appoints (a) a Chairman, unless otherwise provided by the Board of Directors, he or she shall, if present,

preside at all meetings of the Stockholders and the Board of Directors, and he or she shall perform such other duties and possess such

other powers as are assigned to him or her by the Board of Directors; and (b) a Vice Chairman, unless otherwise provided by the

Board of Directors, he or she shall, if present, preside at all meetings of the Board of Directors at which the Chairman is not present,

and he or she shall perform such other duties and possess such other powers as are assigned to him or her by the Board of Directors.

Article 4

COMMITTEES OF THE BOARD OF DIRECTORS

Section 4.01.         Committees

of Directors.

(a)            The

Board of Directors may designate one (1) or more committees, each committee to consist of one (1) or more of the Directors.

In addition to the above, the Board of Directors may: (i) designate one (1) or more directors as alternate members of any committee,

who may replace any absent or disqualified member at any meeting of the committee; (ii) remove any Director from any committee at

any time, with or without cause; and (iii) adopt charters for one (1) or more of such committees.

(b)            Subject

to the rules and regulations of any securities exchange or quotation system on which the securities of the Corporation are listed

or quoted for trading, if a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining

member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum,

may, by a unanimous vote, appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member.

such committee, to the extent permitted by applicable law, and to the extent provided in the resolution of the Board designating such

committee or the charter for such committee, shall have and may exercise all the powers and authority of the Board of Directors in the

management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that

may require it to the extent so authorized by the Board of Directors.

(d)            Unless

the Board of Directors provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee

shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any

meeting at which there is a quorum shall be the act of the committee.

(e)            Each

committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. Notwithstanding the

foregoing, the members of each committee of the Board of Directors may appoint any person to act as secretary of any meeting of such

committee and the Secretary or any Assistant Secretary may, but need not if such committee so elects, serve in such capacity.

(f)            Unless

the Board of Directors provides otherwise and without prejudice for the provision of the charters adopted by the Board (if any), each

committee designated by the Board may make, alter and repeal rules and procedures for the conduct of its business. In the absence

of such rules and procedures, each committee shall conduct its business in the same manner as the Board of Directors conducts its

business pursuant to Article 3.

Section 4.02.         Subcommittees.

Unless otherwise provided in the Certificate of Incorporation, these By-laws or the resolutions of the Board of Directors designating

the committee, a committee may create one (1) or more subcommittees, each subcommittee to consist of one (1) or more members

of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee. Except for references to committees

and members of committees in Section 4.01 every reference in these By-laws to a committee of the Board of Directors or a

member of a committee shall be deemed to include a reference to a subcommittee or member of a subcommittee.

Article 5

OFFICERS

Section 5.01.         Positions;

Election. The Board of Directors may from time to time elect officers of the Corporation, which may include a Chief Executive Officer,

a President, one (1) or more Vice Presidents, a Secretary, one (1) or more Assistant Secretary, a Treasurer, one (1) or

more Assistant Secretary, a Chief Financial Officer, a Chief Operating Officer, and any other officers as it may deem proper or may delegate

to any elected officer of the Corporation the power to appoint and remove any such officers and to prescribe their respective terms of

office, authorities and duties. Any number of offices may be held by the same person. Should the Corporation or any of its subsidiaries

enter into any management services or similar agreement with another entity (each as may be amended, supplemented, restated or replaced

from time to time), the officers of the Corporation may be the officers or employees of such entity to the extent permitted by applicable

law. The officers of the Corporation need not be stockholders of the Corporation nor need such officers be directors of the Corporation.

Section 5.02.         Term

of Office. Each officer of the Corporation shall hold office for such terms as may be determined by the Board or, except with respect

to his or her own office, the Chief Executive Officer, or until such officer’s successor is elected and qualified or until such

officer’s earlier death, resignation or removal. Any officer of the Corporation may resign at any time upon written notice to the

Corporation. The resignation shall take effect at the time specified therein or upon the happening of an event specified therein, and

if no time or event is specified, at the time of its receipt; unless otherwise specified in such resignation, the acceptance of such

resignation shall not be necessary to make it effective. The resignation of an officer of the Corporation shall be without prejudice

to the contract rights of the Corporation, if any. Any officer may be removed at any time with or without cause by the Board or, in the

case of appointed officers, by any elected officer upon whom such power of removal shall have been conferred by the Board. Any vacancy

occurring in any office of the Corporation may be filled by the Board of Directors or, in the case of appointed officers, by any elected

officer upon whom such power of appointment shall have been conferred by the Board of Directors. The election or appointment of an officer

shall not of itself create contract rights.

Section 5.03.         Chief

Executive Officer. The Chief Executive Officer shall have general supervision over, and direction of, the business and affairs of

the Corporation, subject, however, to the control of the Board of Directors and of any duly authorized committee of the Board of Directors.

The Chief Executive Officer shall preside at all meetings of the Stockholders at which the Chairman is not present. The Chief Executive

Officer may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts and other instruments, except in cases

in which the signing and execution thereof shall be expressly delegated by resolution of the Board of Directors or by these By-laws to

some other officer or agent of the Corporation, or shall be required by applicable law otherwise to be signed or executed and, in general,

the Chief Executive Officer shall perform all duties incident to the office of Chief Executive Officer of a corporation and such other

duties as may be determined from time to time by the Board of Directors.

Section 5.04.         President.

The President shall have duties incident to the office of President, and any other duties as may from time to time be assigned to the

President by the Chief Executive Officer (if the President and Chief Executive Officer are not the same person) or the Board of Directors

and subject to the control of the Chief Executive Officer (if the President and Chief Executive Officer are not the same person) and

the Board of Directors in each case. The President shall preside at all meetings of the Stockholders at which the Chairman and the Chief

Executive Officer are not present.

Section 5.05.         Vice

Presidents. Vice Presidents shall have the duties incident to the office of Vice President and any other duties that may from time

to time be assigned to the Vice President by the Chief Executive Officer, the President or the Board of Directors. A Vice President shall

preside at all meetings of the Stockholders at which the Chairman, the Chief Executive Officer and the President are not present.

Section 5.06.         Secretary.

The Secretary shall attend all meetings of the Board of Directors and of the Stockholders, record all the proceedings of the meetings

of the Board and of the Stockholders in a book to be kept for that purpose and perform like duties for committees of the Board of Directors,

when required. The Secretary shall give, or cause to be given, notice of all special meetings of the Board and of the Stockholders and

perform such other duties as may be prescribed by the Board, the Chief Executive Officer or the President. The Secretary shall have custody

of the corporate seal of the Corporation and the Secretary or an Assistant Secretary shall have authority to affix the same on any instrument

that may require it, and when so affixed, the seal may be attested by the signature of the Secretary or by the signature of such Assistant

Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest

the same by such officer’s signature. The Secretary or an Assistant Secretary may also attest all instruments signed by the Chairman,

the Chief Executive Officer, the President, any Vice President, or any other officer of the Corporation. The Secretary shall have charge

of all the books, records and papers of the Corporation relating to its organization and management, see that the reports, statements

and other documents required by applicable law are properly kept and filed and, in general, perform all duties incident to the office

of secretary of a corporation and such other duties as may from time to time be assigned to the Secretary by the Board of Directors,

the Chief Executive Officer or the President.

Section 5.07.         Treasurer.

The Treasurer shall have charge and custody of, and be responsible for, all funds, securities and notes of the Corporation, receive and

give receipts for moneys due and payable to the Corporation from any sources whatsoever; deposit all such moneys and valuable effects

in the name and to the credit of the Corporation in such depositaries as may be designated by the Board of Directors, against proper

vouchers, cause such funds to be disbursed by checks or drafts on the authorized depositaries of the Corporation signed in such manner

as shall be determined by the Board of Directors and be responsible for the accuracy of the amounts of all moneys so disbursed, regularly

enter or cause to be entered in books or other records maintained for the purpose full and adequate account of all moneys received or

paid for the account of the Corporation, have the right to require from time to time reports or statements giving such information as

the Treasurer may desire with respect to any and all financial transactions of the Corporation from the officers or agents transacting

the same, render to the Chief Executive Officer, the President or the Board of Directors, whenever the Chief Executive Officer, the President

or the Board of Directors shall require the Treasurer so to do, an account of the financial condition of the Corporation and of all financial

transactions of the Corporation, disburse the funds of the Corporation as ordered by the Board and, in general, perform all duties incident

to the office of Treasurer of a corporation and such other duties as may from time to time be assigned to the Treasurer by the Board,

the Chief Executive Officer or the President.

Section 5.08.         Assistant

Secretaries and Assistant Treasurers. Assistant Secretaries and Assistant Treasurers shall perform such duties as shall be assigned

to them by the Secretary or by the Treasurer, respectively, or by the Board of Directors, the Chief Executive Officer or the President.

Section 5.09.         Representation

of Shares of Other Corporations. The Chairperson, the Chief Executive Officer, or the President, or any other person authorized by

the Board of Directors, by the Chief Executive Officer or by the President, is authorized to vote, represent and exercise on behalf of

the Corporation all rights incident to any and all shares or voting securities of any other corporation or other person standing in the

name of the Corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized

to do so by proxy or power of attorney duly executed by such person having the authority.

Section 5.10.         Authority

and Duties of Officers. All officers of the Corporation shall respectively have such authority and perform such duties in the management

of the business of the Corporation as may be provided herein or designated from time to time by the Board of Directors and, to the extent

not so provided, as generally pertain to their respective offices, subject to the control of the Board.

Section 5.11.         Compensation.

The compensation of the officers of the Corporation for their services as such shall be fixed from time to time by or at the direction

of the Board. An officer of the Corporation shall not be prevented from receiving compensation by reason of the fact that such officer

is also a director of the Corporation.

Article 6

INDEMNIFICATION

Section 6.01.         Indemnification

of Directors and Officers. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by the DGCL or any

other applicable law, as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a

party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”)

by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of

the Corporation or, while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as

a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or non-profit

entity, including service with respect to employee benefit plans (hereinafter, an “indemnitee”), whether the basis

of such proceeding is alleged action in an official capacity as director, officer, employee, or agent, or in any other capacity while

serving as director, officer, employee or agent but only to the extent related to such service, against all liability and loss suffered

and expenses (including attorneys’ fees, judgments, fines ERISA excise taxes or penalties and amounts paid in settlement) reasonably

incurred by such indemnitee in connection with any such Proceeding; provided that such indemnitee acted in good faith and in a

manner such indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any

criminal action or proceeding, had no reasonable cause to believe such indemnitee’s conduct was unlawful. Notwithstanding the preceding

sentence, except as otherwise provided in Section 6.04, the Corporation shall be required to indemnify a person in connection

with a Proceeding initiated by such indemnitee only if the Proceeding was authorized in the specific case by the Board.

Section 6.02.         Indemnification

of Others. The Corporation shall have the power to indemnify and

hold harmless, to the fullest extent permitted by the DGCL or any other applicable law, as it presently exists or may hereafter be amended,

any employee or agent of the Corporation who was or is made or is threatened to be made a party or is otherwise involved in any Proceeding

by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was an employee or agent of the

Corporation or is or was serving at the request of the Corporation, as a director, officer, employee or agent of another corporation

or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans,

against all liability and loss suffered and expenses reasonably incurred by such person in connection with any such Proceeding.

Section 6.03.         Prepayment

of Expenses. In addition to the obligation to indemnify conferred in Section 6.01, the Corporation shall to the fullest

extent not prohibited by the DGCL or any other applicable law pay the expenses (including attorneys’ fees) incurred by any indemnitee,

and may pay the expenses incurred by any employee or agent of the Corporation, in defending any Proceeding in advance of its final disposition;

provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be

made only upon receipt of an undertaking by or on behalf of the person to repay all amounts advanced if it should be ultimately determined

that the person is not entitled to be indemnified under this Article 6 or otherwise. Notwithstanding the preceding sentence,

except as otherwise provided in Section 6.04, the Corporation shall be required to advance expenses to a person in connection

with a Proceeding initiated by such indemnitee only if the Proceeding was authorized in the specific case by the Board.

Section 6.04.         Determination;

Claim. If a claim for indemnification (following the final disposition of such Proceeding) under this Article 6 is not

paid in full within sixty (60) days, or a claim for advancement of expenses under this Article 6 is not paid in full within

thirty (30) days, after a written claim therefor has been received by the Corporation the indemnitee may thereafter (but not before)

file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense

of prosecuting such claim to the fullest extent permitted by law. In any such action the Corporation shall have the burden of proving

that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.

Section 6.05.         Non-exclusivity

of Rights. The rights conferred on any person by this Article 6 shall not be exclusive of any other rights which such

person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these By-laws, agreement, vote

of Stockholders or disinterested Directors or otherwise.

Section 6.06.         Insurance.

The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the

Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation,

partnership, joint venture, trust enterprise or non-profit entity against any liability asserted against him or her and incurred by him

or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify

him or her against such liability under the provisions of the DGCL.

Section 6.07.         Other

Indemnification. The Corporation’s obligation, if any, to indemnify or advance expenses to any person who was or is serving

at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or non-profit

entity shall be reduced by any amount such person may collect as indemnification or advancement of expenses from such other corporation,

partnership, joint venture, trust, enterprise or nonprofit enterprise.

Section 6.08.         Continuation

of Indemnification. The rights to indemnification and to prepayment of expenses provided by, or granted pursuant to, this Article 6

shall continue notwithstanding that the person has ceased to be a director or officer of the Corporation and shall inure to the benefit

of the estate, heirs, executors, administrators, legatees and distributes of such person.

Section 6.09.         Amendment

or Repeal; Interpretation.

(a)            The

provisions of this Article 6 shall constitute a contract between the Corporation, on the one hand, and, on the other hand,

each individual who serves or has served as a Director or officer of the Corporation (whether before or after the adoption of these By-laws),

in consideration of such person’s performance of such services, and pursuant to this Article 6 the Corporation intends

to be legally bound to each such current or former director or officer of the Corporation. With respect to current and former directors

and officers of the Corporation, the rights conferred under this Article 6 are present contractual rights and such rights

are fully vested, and shall be deemed to have vested fully, immediately upon adoption of theses By-laws. With respect to any directors

or officers of the Corporation who commence service following adoption of these By-laws, the rights conferred under this provision shall

be present contractual rights and such rights shall fully vest, and be deemed to have vested fully, immediately upon such director or

officer commencing service as a director or officer of the Corporation. Any repeal or modification of the foregoing provisions of this

Article 6 shall not adversely affect any right or protection (i) hereunder of any person in respect of any act or omission

occurring prior to the time of such repeal or modification or (ii) under any agreement providing for indemnification or advancement

of expenses to an officer or director of the Corporation in effect prior to the time of such repeal or modification.

(b)            Any

reference to an officer of the Corporation in this Article 6 shall be deemed to refer exclusively to the Chief Executive

Officer, the President and the Secretary, or other officer of the Corporation appointed by (x) the Board of Directors pursuant to

Article 5 or (y) an officer to whom the Board of Directors has delegated the power to appoint officers pursuant to Article 5,

and any reference to an officer of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise

shall be deemed to refer exclusively to an officer appointed by the Board (or equivalent governing body) of such other entity pursuant

to the certificate of incorporation and by-laws (or equivalent organizational documents) of such other corporation, partnership, joint

venture, trust, employee benefit plan or other enterprise. The fact that any person who is or was an employee of the Corporation or an

employee of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise has been given or has

used the title of “Vice President” or any other title that could be construed to suggest or imply that such person is or

may be an officer of the Corporation or of such other corporation, partnership, joint venture, trust, employee benefit plan or other

enterprise shall not result, in and of itself, in such person being constituted as, or being deemed to be, an officer of the Corporation

or of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise for purposes of this Article 6.

Article 7

GENERAL PROVISIONS

Section 7.01.         Certificates

Representing Shares.

(a)            The

shares of capital stock of the Corporation may be represented by certificates or all of such shares shall be uncertificated shares that

may be evidenced by a book-entry system maintained by the registrar of such stock, or a combination of both, as determined by the Board

of Directors.

(b)            If

shares are represented by certificates (if any), such certificates shall be in the form approved by the Board. The certificates representing

shares of stock of each class shall be signed, in the name of the Corporation, by two (2) officers authorized to sign stock certificates

representing the number of shares registered in certificate form. The Chief Executive Officer, the President, any Vice President, the

Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary shall be specifically authorized to sign stock certificates.

Any or all such signatures may be facsimiles. Although any officer, transfer agent or registrar whose manual or facsimile signature is

affixed to such a certificate ceases to be such officer, transfer agent or registrar before such certificate has been issued, it may

nevertheless be issued by the Corporation with the same effect as if such officer, transfer agent or registrar were still such at the

date of its issue.

Corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to

be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, or upon the books

and records of the Corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor

and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the Corporation shall declare

a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

(d)            If

the Corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations,

the preferences and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications,

limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or on the back of

the certificate that the Corporation shall issue to represent such class or series of stock (or, in the case of uncertificated shares,

set forth in a notice provided pursuant to Section 151 of the DGCL); provided, however, that except as otherwise

provided in Section 202 of the DGCL, in lieu of the foregoing requirements, there may be set forth on the face of back of the certificate

that the Corporation shall issue to represent such class or series of stock (or, in the case of any uncertificated shares, included in

the aforementioned notice) a statement that the Corporation will furnish without charge to each Stockholder who so requests the powers,

the designations, the preferences and the relative, participating, optional or other special rights of each class of stock or series

thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 7.02.         Transfer

and Registry Agents. The Corporation may from time to time maintain one or more transfer offices or agents and registry offices or

agents at such place or places as may be determined from time to time by the Board of Directors.

Section 7.03.         Lost,

Stolen or Destroyed Certificates. Except as provided in this Section 7.03, no new certificates for shares shall be issued

to replace a previously issued certificate unless the latter is surrendered to the Corporation and cancelled at the same time. The Board

of Directors may direct a new certificate or uncertificated shares be issued in place of any certificate theretofore issued by the Corporation

alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of

stock to be lost, stolen or destroyed. When authorizing such issuance of a new certificate or uncertificated shares, the Board of Directors

may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate,

or such owner’s legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give

the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation on account

of the alleged loss, theft or destruction of such certificate or the issuance of such new certificate or uncertificated shares.

Section 7.04.         Transfer

of stocks. Except as provided in the Certificate of Incorporation, shares of the stock of the Corporation shall be transferable in

the manner prescribed by law and in these By-laws. Shares of stock of the Corporation shall be transferred on the books of the Corporation

only by the holder of record thereof or by such holder’s attorney duly authorized in writing, and upon surrender to the Corporation

of the certificate or certificates representing such shares endorsed by the appropriate person or persons (or by delivery of duly executed

instructions with respect to uncertificated shares), with such evidence of the authenticity of such endorsement or execution, transfer,

authorization and other matters as the Corporation may reasonably require, and accompanied by all necessary stock transfer stamps. With

respect to certificated shares of stock, every certificate exchanged, returned or surrendered to the Corporation shall be marked “Cancelled”

with the date of cancellation, by the Secretary or Assistant Secretary or the transfer agent thereof. No transfer of stock shall be valid

as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing

the names of the persons from and to whom it was transferred. The Corporation shall have power and authority to make such rules and

regulations as it may deem necessary or proper concerning the issuance, transfer and registration of certificates for shares of stock

of the Corporation. The Corporation shall have power to enter into and perform any agreement with any number of stockholders of any one

or more classes or series of stock of the Corporation to restrict the transfer of shares of stock of the Corporation of any one or more

classes owned by such stockholders in any manner not prohibited by the DGCL.

Section 7.05.         Shares

Without Certificates. The Corporation may adopt a system of issuance, recordation and transfer of its shares of stock by electronic

or other means not involving the issuance of certificates, provided the use of such system by the Corporation is permitted in accordance

with applicable law.

Section 7.06.         Form of

Records; Registered Stockholders.

(a)            Any

records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute

books, may be maintained on any information storage device or method; provided that the records so kept can be converted into clearly

legible paper form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled

to inspect such records pursuant to applicable law.

(b)            The

Corporation shall (i) be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to

receive dividends and to vote as such owner; and (ii) not be bound to recognize any equitable or other claim to or interest in such

share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided

by the laws of the State of Delaware.

Section 7.07.         Dividends.

Dividends upon the capital stock of the Corporation, subject to the requirements of the DGCL and the provisions of the Certificate of

Incorporation, if any, may be declared by the Board at any regular or special meeting of the Board of Directors (or any action by written

consent in lieu thereof in accordance hereof), and may be paid in cash, in property, or in shares of the Corporation’s capital

stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or

sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies,

or for purchasing any of the shares of capital stock, warrants, rights, options, bonds, debentures, notes, scrip or other securities

or evidences of indebtedness of the Corporation, or for equalizing dividends, or for repairing or maintaining any property of the Corporation,

or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

Section 7.08.         Corporate

Seal. The corporate seal shall have the name of the Corporation inscribed thereon and shall be in such form as may be approved from

time to time by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise

reproduced.

Section 7.09.         Fiscal

Year. The fiscal year of the Corporation shall be determined and changed by the Board of Directors.

Section 7.10.         Amendments.

These By-laws may be altered, amended or repealed in accordance with the Certificate of Incorporation and the DGCL.

Section 7.11.         Conflict

with Applicable Law or Certificate of Incorporation. These By-laws are adopted subject to, and shall be constructed in accordance

with, any applicable law and the Certificate of Incorporation. Whenever these By-laws may conflict with any applicable law or the Certificate

of Incorporation, such conflict shall be resolved in favor of such law or the Certificate of Incorporation.

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2615904d7_ex10-1.htm · Sequence: 4

Exhibit 10.1

AVALANCHE

TREASURY CORPORATION

2026 OMNIBUS INCENTIVE PLAN

Section 1.      Purpose

of Plan.

The

name of the Plan is the Avalanche Treasury Corporation 2026 Omnibus Incentive Plan. The purposes of the Plan are to provide an additional

incentive to selected officers, employees, non-employee directors, independent contractors, and consultants of the Company or its Affiliates

whose contributions are essential to the growth and success of the business of the Company and its Affiliates, in order to strengthen

the commitment of such persons to the Company and its Affiliates, motivate such persons to faithfully and diligently perform their responsibilities,

and attract and retain competent and dedicated persons whose efforts will result in the long-term growth and profitability of the Company

and its Affiliates. To accomplish such purposes, the Plan provides that the Company may grant Options, Stock Appreciation Rights, Restricted

Stock, Restricted Stock Units, Stock Bonuses, Other Stock-Based Awards, Cash Awards, Coin Awards or any combination of the foregoing.

Section 2.      Definitions.

For

purposes of the Plan, the following terms shall be defined as set forth below:

(a)            “Administrator”

means the Board, or, if and to the extent the Board does not administer the Plan, the Committee, which shall administer the Plan in accordance

with Section 3 hereof.

(b)            “Affiliate”

means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control

with, the Person specified.

means any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Stock Bonus, Other Stock-Based Award, Cash Award

or Coin Award granted under the Plan.

(d)            “Award

Agreement” means any written or electronic agreement, contract or other instrument or document evidencing an Award, including

through electronic medium, which shall contain such terms and conditions with respect to an Award as the Administrator shall determine,

consistent with the Plan. Each Participant who is granted an Award shall enter into an Award Agreement with the Company containing such

terms and conditions as the Administrator shall determine in its sole discretion.

(e)            “Base

Price” has the meaning set forth in Section 8(b) hereof.

(f)            “Beneficial

Owner” (or any variant thereof) has the meaning defined in Rule 13d-3 under the Exchange Act.

(g)            “Board”

means the Board of Directors of the Company.

(h)            “Cash

Award” means an Award granted pursuant to Section 12 hereof.

(i)            “Cause”

means (a) if the Participant is a party to an employment agreement or offer letter with any Group Company in which “Cause”

is defined, the occurrence of any circumstances defined as “Cause” in such employment agreement or offer letter, or (b) if

the Participant is not a party to an employment agreement or offer letter with any Group Company in which “Cause” is defined,

(i) the Participant’s indictment for, or conviction or entry of a plea of guilty or nolo contendere to (A) any felony

or (B) any crime (whether or not a felony) involving moral turpitude, fraud, theft, breach of trust or other similar acts, whether

under a law of the United States or any state thereof or any similar non-U.S. law to which the Participant may be subject, (ii) the

Participant’s being or having been engaged in conduct constituting a material breach of fiduciary duty, willful misconduct or gross

negligence relating to any Group Company or the performance of the Participant’s duties, which, if capable of being cured, is not

cured to the reasonable satisfaction of the Company within thirty (30) days after the Participant receives from any Group Company written

notice of such willful misconduct or gross negligence, (iii) the Participant’s willful failure to (A) follow a reasonable

and lawful directive of any Group Company at which the Participant is employed or provides services, or of the Board, which is not cured

to the reasonable satisfaction of the Company within thirty (30) days after the Participant receives from any Group Company written notice

of such failure or refusal or (B) comply with any written rules, regulations, policies or procedures of the Group Company at which

the Participant is employed or to which the Participant provides services which, if not complied with, would reasonably be expected to

have a material adverse effect on the business or financial condition of the Company or the Group, which in the case of a failure that

is capable of being cured, is not cured to the reasonable satisfaction of the Company within thirty (30) days after the Participant receives

from any Group Company written notice of such failure, (iv) the Participant’s material violation of the Participant’s

employment agreement, offer letter, or similar agreement with a Group Company or any non-disclosure, non-solicitation or non-competition

covenant in any other agreement to which the Participant is subject or (v) the Participant’s willful and continued failure

to perform the Participant’s duties to the Group or any Group Company. However, if within sixty (60) days following the termination

of employment, the Company first discovers facts that would have established “Cause” for termination, and those facts were

not known by the Company at the time of the termination, then the Administrator may provide the Participant with written notice, including

the facts establishing that the purported “Cause” was not known at the time of the termination, in which case the Participant’s

termination of employment will be considered a for “Cause” termination.

(j)            “Certificate

of Incorporation” means the certificate of incorporation of the Company, as may be amended, modified or supplemented from time

to time.

(k)            “Change

in Capitalization” means any (i) merger, consolidation, reclassification, recapitalization, spin-off, spin-out, repurchase

or other reorganization or corporate transaction or event; (ii) special or extraordinary dividend or other extraordinary distribution

(whether in the form of cash, Digital Assets, Common Stock or other property), stock split, reverse stock split, subdivision or consolidation;

(iii) combination or exchange of shares; or (iv) other change in corporate structure, which, in any such case, the Administrator

determines, in its sole discretion, affects the Common Stock such that an adjustment pursuant to Section 5 hereof is appropriate.

(l)            “Change

in Control” means an event set forth in any one of the following paragraphs shall have occurred:

(1)            any

Person (or any group of Persons acting together which would constitute a “group” for purposes of Section 13(d) of

the Exchange Act), is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities

Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates) representing fifty percent (50%)

or more of the combined voting power of the Company’s then outstanding securities, excluding any Person who becomes such a Beneficial

Owner in connection with a transaction described in clause (I) of paragraph (3) below;

(2)            the

following individuals cease for any reason to constitute a majority of the number of directors then serving on the Board: individuals

who, on the Effective Date, constitute the Board and any new director (other than a director whose initial assumption of office is in

connection with an actual or threatened election contest, including, but not limited to, a consent solicitation, relating to the election

of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders

was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on

the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended;

(3)            there

is consummated a merger or consolidation of a Group Company with any other corporation or other entity, other than (I) a merger

or consolidation (A) which results in the voting securities of the Company outstanding immediately prior to such merger or consolidation

continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any

parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan

of the Company or any Subsidiary, more than fifty percent (50%) of the combined voting power of the securities of the Company or such

surviving entity or any parent thereof outstanding immediately after such merger or consolidation and (B) immediately following

which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of the

Company, the entity surviving such merger or consolidation or, if the Company or the entity surviving such merger or consolidation is

then a subsidiary, the ultimate parent thereof, or (II) a merger or consolidation effected to implement a recapitalization of the

Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the

Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates)

representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities; or

(4)            the

stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement

for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than (A) a sale or disposition

by the Company of all or substantially all of the Company’s assets to an entity, at least fifty percent (50%) of the combined voting

power of the voting securities of which are owned by stockholders of the Company following the completion of such transaction in substantially

the same proportions as their ownership of the Company immediately prior to such sale or (B) a sale or disposition of all or substantially

all of the Company’s assets immediately following which the individuals who comprise the Board immediately prior thereto constitute

at least a majority of the board of directors of the entity to which such assets are sold or disposed or, if such entity is a subsidiary,

the ultimate parent thereof.

Notwithstanding

the foregoing, for each Award that constitutes deferred compensation under Section 409A of the Code, and to the extent required

to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, a Change in Control shall be deemed to have occurred

under the Plan with respect to such Award only if a change in the ownership or effective control of the Company or a change in ownership

of a substantial portion of the assets of the Company shall also be deemed to have occurred under Section 409A of the Code.

(m)            “Code”

means the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto.

(n)            “Coin

Award” means an Award granted pursuant to Section 13 hereof.

(o)            “Committee”

means any committee or subcommittee the Board may appoint to administer the Plan. Subject to the discretion of the Board, the Committee

shall be composed entirely of individuals who meet the qualifications of (i) a “non-employee director” within the meaning

of Rule 16b-3 and (ii) any other qualifications required by the applicable stock exchange on which the Common Stock is traded.

If at any time or to any extent the Board shall not administer the Plan, then the functions of the Administrator specified in the Plan

shall be exercised by the Committee

(p)            “Common

Stock” means the Class A common stock, par value $0.0001 per share, of the Company.

(q)            “Company”

means Avalanche Treasury Corporation, a Delaware corporation (or any successor company, except as the term “Company” is used

in the definition of “Change in Control” above).

(r)            “Digital

Asset” means cryptocurrency, virtual or digital currency, tokens, including utility, security or nonfungible tokens, tokenized

assets, digital commodities or any other digital representation of value that is issued and recorded on a blockchain.

(s)            “Disability”

means (a) if the Participant is a party to an employment agreement or offer letter with a Group Company in which “Disability”

is defined, the occurrence of any circumstances defined as “Disability” in such employment agreement or offer letter, or

(b) if the Participant is not a party to an employment agreement or offer letter with any Group Company in which “Disability”

is defined, “Disability” means that the Participant, as determined by the Administrator in its sole discretion, is (i) unable

to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected

to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) by reason of

any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous

period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months

under an accident and health plan covering employees of the Company or an Affiliate thereof.

(t)            “Effective

Date” means the date on which the Plan was approved by the Company’s stockholders.

(u)            “Eligible

Recipient” means an officer, employee, non-employee director, independent contractor or consultant of the Company or any Affiliate

of the Company who has been selected as an eligible participant by the Administrator; provided, however, that to the extent

required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, an Eligible Recipient of an Option or

a Stock Appreciation Right means an employee, non-employee director, independent contractor or consultant of the Company or any Affiliate

of the Company with respect to whom the Company is an “eligible issuer of service recipient stock” within the meaning of

Section 409A of the Code.

(v)           “Exchange

Act” means the Securities Exchange Act of 1934, as amended from time to time.

(w)           “Exercise

Price” means, with respect to any Option, the per share price at which a holder of such Option may purchase the Shares issuable

upon the exercise of such Option.

(x)            “Fair

Market Value” of a Share or other security as of a particular date means the fair market value as determined by the Administrator

in its sole discretion; provided, however, that except as otherwise determined by the Administrator, (i) if Shares

or other securities are admitted to trading on a national securities exchange, the fair market value on any date shall be the closing

sale price for a Share or such other security as reported on such date, or if no Shares or other securities were traded on such date,

on the last preceding date for which there was a sale of a Share or other security on such exchange, or (ii) if Shares or other

securities are then traded on an over-the-counter market, the fair market value on any date shall be the average of the closing bid and

asked prices for a Share or such other security in such over-the-counter market for the last preceding date on which there was a sale

of such Share or other security in such market.

(y)            “Free

Standing Right” has the meaning set forth in Section 8(a) hereof.

(z)            “Fully

Diluted Shares” means, at the applicable time of measurement, all issued and outstanding Shares calculated assuming that all

securities of the Company, including outstanding Awards and any preferred shares, that are or may be convertible or exchangeable for

Shares are so converted or exchanged for this purpose.

(aa)          “Group”

means the Company and the Company’s direct and indirect wholly-owned subsidiaries.

(bb)         “Group

Company” shall mean any member of the Group.

(cc)          “ISO”

means an Option intended to be and designated as an “incentive stock option” within the meaning of Section 422 of the

Code.

(dd)         “Nonqualified

Stock Option” means an Option that is not designated as an ISO.

(ee)          “Option”

means an option to purchase Shares granted pursuant to Section 7 hereof. The term “Option” as used in the Plan

includes the terms “Nonqualified Stock Option” and “ISO.”

(ff)           “Other

Stock-Based Award” means an Award granted pursuant to Section 10 hereof.

(gg)         “Participant”

means any Eligible Recipient selected by the Administrator, pursuant to the Administrator’s authority provided for in Section 3

hereof, to receive grants of Awards, and, upon such Eligible Recipient’s death, such Eligible Recipient’s successors, heirs,

executors and administrators, as the case may be.

(hh)         “Performance

Goals” means performance goals based on criteria selected by the Administrator in its sole discretion The Administrator shall

have the authority to make equitable adjustments to the Performance Goals as may be determined by the Administrator, in its sole discretion.

(ii)            “Person”

has the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof.

(jj)           “Plan”

means this Avalanche Treasury Corporation 2026 Omnibus Incentive Plan, as may be amended and/or restated from time to time.

(kk)          “Related

Right” has the meaning set forth in Section 8(a) hereof.

(ll)           “Restricted

Stock” means Shares granted pursuant to Section 9 hereof subject to certain restrictions that lapse at the end

of a specified period or periods.

(mm)        “Restricted

Stock Unit” means the right, granted pursuant to Section 9 hereof, to receive an amount in cash, Digital Assets

or Shares (or any combination thereof) equal to the Fair Market Value of a Share subject to certain restrictions that lapse at the end

of a specified period or periods.

(nn)         “Rule 16b-3”

has the meaning set forth in Section 3(a) hereof.

(oo)         “Securities

Act” means the Securities Act of 1933, as amended.

(pp)         “Shares”

means shares of Common Stock.

(qq)         “Stock

Appreciation Right” means the right to receive, upon exercise of the right, the applicable amounts as described in Section 8

hereof.

(rr)           “Stock

Bonus” means a bonus payable in fully vested Shares granted pursuant to Section 11 hereof.

(ss)          “Subsidiary”

means, with respect to any Person, as of any date of determination, any other Person as to which such first Person owns or otherwise

controls, directly or indirectly, more than 50% of the voting shares or other similar interests or a sole general partner interest or

managing member or similar interest of such other Person.

(tt)           “Transfer”

has the meaning set forth in Section 19 hereof.

Section 3.      Administration.

(a)            The

Plan shall be administered by the Administrator and shall be administered in accordance with the requirements of Rule 16b-3 under

the Exchange Act (“Rule 16b-3”), to the extent applicable.

(b)            Pursuant

to the terms of the Plan, the Administrator, subject, in the case of the Committee, to any restrictions on the authority delegated to

it by the Board, shall have the power and authority, without limitation:

(1)            to

select those Eligible Recipients who shall be Participants;

(2)            to

determine whether and to what extent Awards are to be granted hereunder to Participants;

(3)            to

determine the number of Shares to be covered by each Award granted hereunder;

(4)            to

determine the terms and conditions, not inconsistent with the terms of the Plan, of each Award granted hereunder (including, but not

limited to, (i) the restrictions applicable to Awards and the conditions under which restrictions applicable to such Awards shall

lapse, (ii) the Performance Goals and periods applicable to Awards, (iii) the Exercise Price of each Option and the Base Price

of each Stock Appreciation Right, (iv) the vesting schedule applicable to each Award, (v) the number of Shares or amount of

cash, Digital Assets or other property subject to each Award and (vi) subject to the requirements of Section 409A of the Code

(to the extent applicable), any amendments to the terms and conditions of outstanding Awards, including, but not limited to, extending

the exercise period of such Awards and accelerating or waiving the vesting schedule or other conditions of such Awards);

(5)            to

determine the terms and conditions, not inconsistent with the terms of the Plan, which shall govern all written instruments evidencing

Awards;

(6)            to

determine the Fair Market Value in accordance with the terms of the Plan;

(7)            to

determine the duration and purpose of leaves of absence which may be granted to a Participant without constituting termination of the

Participant’s employment or service for purposes of Awards granted under the Plan;

(8)            to

adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall from time to time deem advisable;

(9)            to

prescribe, amend and rescind rules and regulations relating to sub-plans or addendums established for the purpose of satisfying

applicable foreign laws or qualifying for favorable tax treatment under applicable foreign laws, which rules and regulations may

be set forth in an appendix or appendices to the Plan or the applicable Award Agreement; and

(10)          to

construe and interpret the terms and provisions of the Plan and any Award issued under the Plan (and any Award Agreement relating thereto),

and to otherwise supervise the administration of the Plan and to exercise all powers and authorities either specifically granted under

the Plan or necessary and advisable in the administration of the Plan.

decisions made by the Administrator pursuant to the provisions of the Plan shall be final, conclusive and binding on all Persons, including

the Company and the Participants. The provisions and administration of each Award need not be the same with respect to each Participant.

No member of the Board or the Committee, nor any officer or employee of the Company or any Subsidiary thereof acting on behalf of the

Board or the Committee, shall be personally liable for any action, omission, determination, or interpretation taken or made in good faith

with respect to the Plan, and all members of the Board or the Committee and each and any officer or employee of the Company and of any

Subsidiary thereof acting on their behalf shall, consistent with the Certificate of Incorporation and to the maximum extent permitted

by applicable law (as it now exists or may hereafter be amended), be fully indemnified and protected by the Company in respect of any

such action, omission, determination or interpretation.

(d)            The

Administrator may, in its sole discretion, delegate its authority, in whole or in part, under this Section 3 (including,

but not limited to, its authority to grant Awards under the Plan, other than its authority to grant Awards under the Plan to any Participant

who is subject to reporting under Section 16 of the Exchange Act) to one or more officers of the Company, subject to the requirements

of applicable law or any stock exchange on which the Shares are traded.

Section 4.      Shares

Reserved for Issuance; Certain Limitations

(a)            Subject

to adjustment as provided in Section 5(a) hereof, the maximum number of Shares reserved for issuance under the Plan

shall be the sum of (i) 9,000,000 Shares (the “Initial Share Reserve”) and (ii) an annual increase on the first

day of each year during the term of the Plan, beginning on January 1, 2027 and ending on and including January 1, 2036, equal

to the lesser of (x) 5% of the aggregate number of Fully Diluted Shares issued and outstanding on December 31 of the immediately

preceding year and (y) such number of Shares as may be determined by the Administrator.

(b)            Shares

issued under the Plan may, in whole or in part, be authorized but unissued Shares or Shares that shall have been or may be reacquired

by the Company in the open market, in private transactions or otherwise.

any Shares subject to an Award are forfeited, cancelled, exchanged or surrendered or if an Award otherwise terminates or expires without

a distribution of Shares to the Participant, the Shares with respect to such Award shall, to the extent of any such forfeiture, cancellation,

exchange, surrender, termination or expiration, again be available for Awards under the Plan. Shares that are exchanged by a Participant

or withheld by the Company as full or partial payment in connection with the exercise of any Option or Stock Appreciation Right under

the Plan or the payment of any purchase price with respect to any other Award under the Plan, as well as any Shares exchanged by a Participant

or withheld by the Company or any Subsidiary to satisfy the tax withholding obligations related to any Award under the Plan, shall again

be available for subsequent Awards under the Plan. In addition, (i) to the extent an Award is denominated in Shares, but paid or

settled in cash or Digital Assets, the number of Shares with respect to which such payment or settlement is made shall again be available

for grants of Awards pursuant to the Plan and (ii) Shares underlying Awards that can only be settled in cash or Digital Assets shall

not be counted against the aggregate number of Shares available for Awards under the Plan.

Section 5.      Equitable

Adjustments.

(a)            In

the event of any Change in Capitalization (including a Change in Control), an equitable substitution or proportionate adjustment shall

be made, in each case, in the manner determined by the Administrator, in its sole discretion, in (i) the aggregate number of Shares

reserved for issuance under the Plan pursuant to Section 4(a) hereof, (ii) the kind and number of securities subject

to, and the Exercise Price or Base Price of, any outstanding Options and Stock Appreciation Rights granted under the Plan, (iii) the

kind, number and purchase price of Shares, or the amount of cash or Digital Assets or amount or type of other property, subject to outstanding

Restricted Stock, Restricted Stock Units, Stock Bonuses and Other Stock-Based Awards granted under the Plan or (iv) the Performance

Goals and performance periods applicable to any Awards granted under the Plan; provided, however, that any fractional Shares

resulting from the adjustment shall be eliminated. Such other equitable substitutions or adjustments shall be made in the manner determined

by the Administrator, in its sole discretion.

(b)            Without

limiting the generality of the foregoing, in connection with a Change in Capitalization (including a Change in Control), the Administrator

may provide, in its sole discretion, but subject in all events to the requirements of Section 409A of the Code, for the cancellation

of any outstanding Award in exchange for payment in cash, Digital Assets or other property having an aggregate Fair Market Value equal

to the Fair Market Value of the Shares, cash, Digital Assets or other property covered by such Award, reduced by the aggregate Exercise

Price or Base Price thereof, if any; provided, however, that if the Exercise Price or Base Price of any outstanding Award

is equal to or greater than the Fair Market Value of the Shares, cash, Digital Assets or other property covered by such Award, the Administrator

may cancel such Award without the payment of any consideration to the Participant.

determinations made by the Administrator pursuant to this Section 5 shall be final, binding and conclusive.

Section 6.      Eligibility.

The

Participants under the Plan shall be selected from time to time by the Administrator, in its sole discretion, from those individuals

that qualify as Eligible Recipients.

Section 7.      Options.

(a)            General.

Each Participant who is granted an Option shall enter into an Award Agreement with the Company, containing such terms and conditions

as the Administrator shall determine, in its sole discretion, which Award Agreement shall set forth, among other things, the Exercise

Price of the Option, the term of the Option and provisions regarding exercisability of the Option, and whether the Option is intended

to be an ISO or a Nonqualified Stock Option (and in the event the Award Agreement has no such designation, the Option shall be by default

a Nonqualified Stock Option). More than one Option may be granted to the same Participant and be outstanding concurrently hereunder.

Options granted under the Plan shall be subject to the terms and conditions set forth in this Section 7 and shall contain

such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable and set

forth in the applicable Award Agreement.

(b)            Exercise

Price. The Exercise Price of Shares purchasable under an Option shall be determined by the Administrator in its sole discretion at

the time of grant, but, except as provided in the applicable Award Agreement, and subject to Section 7(f) hereof, in

no event shall the exercise price of an Option be less than one hundred percent (100%) of the Fair Market Value of the related Shares

on the date of grant.

Term. The maximum term of each Option shall be fixed by the Administrator, but no Option shall be exercisable more than ten (10) years

after the date such Option is granted. Each Option’s term is subject to earlier expiration pursuant to the applicable provisions

in the Plan and the Award Agreement.

(d)            Exercisability.

Each Option shall be exercisable at such time or times and subject to such terms and conditions, including the attainment of Performance

Goals, as shall be determined by the Administrator in the applicable Award Agreement. The Administrator may also provide that any Option

shall be exercisable only in installments, and the Administrator may waive such installment exercise provisions at any time, in whole

or in part, based on such factors as the Administrator may determine in its sole discretion. Notwithstanding anything to the contrary

contained herein, an Option may not be exercised for a fraction of a Share.

(e)            Method

of Exercise. Options may be exercised in whole or in part by giving written notice of exercise to the Company specifying the number

of whole Shares to be purchased, accompanied by payment in full of the aggregate Exercise Price of the Shares so purchased in cash or

its equivalent, as determined by the Administrator. As determined by the Administrator, in its sole discretion, with respect to any Option

or category of Options, payment in whole or in part may also be made (i) by means of consideration received under any cashless exercise

procedure approved by the Administrator (including the withholding of Shares otherwise issuable upon exercise), (ii) in the form

of unrestricted Shares already owned by the Participant which have a Fair Market Value on the date of surrender equal to the aggregate

exercise price of the Shares as to which such Option shall be exercised, (iii) any other form of consideration approved by the Administrator

and permitted by applicable law or (iv) any combination of the foregoing.

(f)            ISOs.

The terms and conditions of ISOs granted hereunder shall be subject to the provisions of Section 422 of the Code and the terms,

conditions, limitations and administrative procedures established by the Administrator from time to time in accordance with the Plan.

At the discretion of the Administrator, ISOs may be granted only to an employee of the Company, its “parent corporation”

(as such term is defined in Section 424(e) of the Code) or “subsidiary corporation” (as such term is defined in

Section 424(f) of the Code). Notwithstanding anything herein to the contrary, no ISOs may be granted after the tenth (10th)

anniversary of the earlier of (x) the date the Plan was adopted and (y) the Effective Date, and no more than the Initial Share

Reserve may be granted as ISOs (subject to adjustment as provided in Section 5(a) hereof).

(i)             ISO

Grants to 10% Stockholders. Notwithstanding anything to the contrary in the Plan, if an ISO is granted to a Participant who owns

Shares representing more than ten percent (10%) of the voting power of all classes of shares of the Company, its “parent corporation”

(as such term is defined in Section 424(e) of the Code) or “subsidiary corporation” (as such term is defined in

Section 424(f) of the Code), the term of the ISO shall not exceed five (5) years from the time of grant of such ISO and

the Exercise Price shall be at least one hundred and ten percent (110%) of the Fair Market Value of the Shares on the date of grant.

(ii)            $100,000

Per Year Limitation For ISOs. To the extent the aggregate Fair Market Value (determined on the date of grant) of the Shares for which

ISOs are exercisable for the first time by any Participant during any calendar year (under all plans of the Company and its Affiliates)

exceeds $100,000, such excess ISOs shall be treated as Nonqualified Stock Options.

(iii)            Disqualifying

Dispositions. Each Participant awarded an ISO under the Plan shall notify the Company in writing immediately after the date the Participant

makes a “disqualifying disposition” of any Share acquired pursuant to the exercise of such ISO. A “disqualifying disposition”

is any disposition (including any sale) of such Shares before the later of (i) two years after the date of grant of the ISO and

(ii) one year after the date the Participant acquired the Shares by exercising the ISO. The Company may, if determined by the Administrator

and in accordance with procedures established by it, retain possession of any Shares acquired pursuant to the exercise of an ISO as agent

for the applicable Participant until the end of the period described in the preceding sentence, subject to complying with any instructions

from such Participant as to the sale of such Shares.

(iv)           No

Liability. Neither the Company nor the Administrator will be liable to a Participant, or to any other party, if an ISO fails or ceases

to qualify as an “incentive stock option” under Section 422 of the Code.

(g)            Rights

as Stockholder. Except as provided in the applicable Award Agreement, a Participant shall have no rights to dividends, dividend equivalents

or distributions or any other rights of a stockholder with respect to the Shares subject to an Option until the Participant has given

written notice of the exercise thereof, has paid in full for such Shares and has satisfied the requirements of Section 18

hereof.

(h)            Termination

of Employment or Service. In the event of the termination of employment or service with the Company and all Affiliates thereof of

a Participant who has been granted one or more Options, such Options shall be exercisable at such time or times and subject to such terms

and conditions as set forth in the Award Agreement.

(i)             Other

Change in Employment or Service Status. An Option shall be affected, both with regard to vesting schedule and termination, by leaves

of absence, including unpaid and un-protected leaves of absence, changes from full-time to part-time employment, partial Disability or

other changes in the employment status or service status of a Participant, in the discretion of the Administrator.

Section 8.      Stock

Appreciation Rights.

(a)            General.

Stock Appreciation Rights may be granted either alone (“Free Standing Rights”) or in conjunction with all or part

of any Option granted under the Plan (“Related Rights”). Related Rights may be granted either at or after the time

of the grant of such Option. The Administrator shall determine the Eligible Recipients to whom, and the time or times at which, grants

of Stock Appreciation Rights shall be made, the number of Shares to be awarded, the Base Price, and all other conditions of Stock Appreciation

Rights. Notwithstanding the foregoing, no Related Right may be granted for more Shares than are subject to the Option to which it relates.

Stock Appreciation Rights granted under the Plan shall be subject to the following terms and conditions set forth in this Section 8

and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem

desirable, as set forth in the applicable Award Agreement.

(b)            Base

Price. Except as provided in the applicable Award Agreement, each Stock Appreciation Right shall be granted with a base price that

is not less than one hundred percent (100%) of the Fair Market Value of the related Shares on the date of grant (such amount, the “Base

Price”).

as Stockholder. Except as provided in the applicable Award Agreement, a Participant shall have no rights to dividends, dividend equivalents

or distributions or any other rights of a stockholder with respect to the Shares, if any, subject to a Stock Appreciation Right until

the Participant has given written notice of the exercise thereof and has satisfied the requirements of Section 18 hereof.

(d)            Exercisability.

(1)            Stock

Appreciation Rights that are Free Standing Rights shall be exercisable at such time or times and subject to such terms and conditions

as shall be determined by the Administrator in the applicable Award Agreement.

(2)            Stock

Appreciation Rights that are Related Rights shall be exercisable only at such time or times and to the extent that the Options to which

they relate shall be exercisable in accordance with the provisions of Section 7 hereof and this Section 8.

(e)            Consideration

Upon Exercise.

(1)            Upon

the exercise of a Free Standing Right, the Participant shall be entitled to receive up to, but not more than, that number of Shares equal

in value to (i) the excess of the Fair Market Value of a Share as of the date of exercise over the Base Price per Share specified

in the Free Standing Right, multiplied by (ii) the number of Shares in respect of which the Free Standing Right is being exercised.

(2)            A

Related Right may be exercised by a Participant by surrendering the applicable portion of the related Option. Upon such exercise and

surrender, the Participant shall be entitled to receive up to, but not more than, that number of Shares equal in value to (i) the

excess of the Fair Market Value of a Share as of the date of exercise over the Exercise Price specified in the related Option, multiplied

by (ii) the number of Shares in respect of which the Related Right is being exercised. Options which have been so surrendered, in

whole or in part, shall no longer be exercisable to the extent the Related Rights have been so exercised.

(3)            Notwithstanding

the foregoing, the Administrator may determine to settle the exercise of a Stock Appreciation Right in cash or Digital Assets (or in

any combination of Shares, cash or Digital Assets).

(f)            Termination

of Employment or Service.

(1)            In

the event of the termination of employment or service with the Company and all Affiliates thereof of a Participant who has been granted

one or more Free Standing Rights, such rights shall be exercisable at such time or times and subject to such terms and conditions as

set forth in the Award Agreement.

(2)            In

the event of the termination of employment or service with the Company and all Affiliates thereof of a Participant who has been granted

one or more Related Rights, such rights shall be exercisable at such time or times and subject to such terms and conditions as set forth

in the related Options.

(g)            Term.

(1)            The

term of each Free Standing Right shall be fixed by the Administrator, but no Free Standing Right shall be exercisable more than ten (10) years

after the date such right is granted.

(2)            The

term of each Related Right shall be the term of the Option to which it relates, but no Related Right shall be exercisable more than ten

(10) years after the date such right is granted.

(h)            Other

Change in Employment or Service Status. Stock Appreciation Rights shall be affected, both with regard to vesting schedule and termination,

by leaves of absence, including unpaid and un-protected leaves of absence, changes from full-time to part-time employment, partial Disability

or other changes in the employment status or service status of a Participant, in the discretion of the Administrator.

Section 9.      Restricted

Stock and Restricted Stock Units.

(a)            General.

Restricted Stock and Restricted Stock Units may be issued under the Plan. The Administrator shall determine the Eligible Recipients to

whom, and the time or times at which, Restricted Stock or Restricted Stock Units shall be made; the number of Shares to be awarded; the

price, if any, to be paid by the Participant for the acquisition of Restricted Stock or Restricted Stock Units; the period of time prior

to which Restricted Stock or Restricted Stock Units become vested and free of restrictions on Transfer (the “Restricted Period”);

the Performance Goals (if any); and all other conditions of the Restricted Stock and Restricted Stock Units. If the restrictions, Performance

Goals and/or conditions established by the Administrator are not attained, a Participant shall forfeit the Participant’s Restricted

Stock or Restricted Stock Units, in accordance with the terms of the grant.

(b)            Rights

as Stockholder. Except as provided in the applicable Award Agreement, the Participant shall generally have the rights of a stockholder

of the Company with respect to shares of Restricted Stock during the Restricted Period, including the right to vote such shares and to

receive any dividends declared with respect to such shares. Any dividends declared during the Restricted Period with respect to shares

of Restricted Stock shall, to the extent set forth in an Award Agreement, be payable either currently, at the time (and to the extent)

that the underlying shares of Restricted Stock vest, or in the form of additional shares of Restricted Stock that are subject to the

same vesting and other terms and conditions as the underlying shares of Restricted Stock. Except as provided in the applicable Award

Agreement, the Participant shall generally not have the rights of a stockholder with respect to Shares subject to Restricted Stock Units

during the Restricted Period; provided, however, that, subject to Section 409A of the Code, an amount equal to any

dividends declared during the Restricted Period with respect to the number of Shares covered by Restricted Stock Units may, to the extent

set forth in an Award Agreement, be provided to the Participant either currently, at the time (and to the extent) that the Shares in

respect of the related Restricted Stock Units are delivered to the Participant, or in the form of additional Restricted Stock Units that

are subject to the same vesting and other terms and conditions as the related Restricted Stock Units.

of Employment or Service. The rights of Participants granted Restricted Stock or Restricted Stock Units upon termination of employment

or service with the Company and all Affiliates thereof for any reason during the Restricted Period shall be set forth in the Award Agreement.

(d)            Form of

Settlement. The Administrator reserves the right in its sole discretion to provide (either at or after the grant thereof) that any

Restricted Stock Unit represents the right to receive the amount of cash or Digital Assets per unit that is determined by the Administrator

in connection with the Award.

Section 10.    Other

Stock-Based Awards.

Other

forms of Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, including but not limited to dividend

equivalents, may be granted either alone or in addition to other Awards (other than, in the case of dividend equivalents, in connection

with Options or Stock Appreciation Rights) under the Plan. Subject to the provisions of the Plan, the Administrator shall have sole and

complete authority to determine the individuals to whom and the time or times at which such Other Stock-Based Awards shall be granted,

the number of Shares to be granted pursuant to such Other Stock-Based Awards, or the manner in which such Other Stock-Based Awards shall

be settled (e.g., in Shares, cash, Digital Assets or other property), or the conditions to the vesting and/or payment or settlement of

such Other Stock-Based Awards (which may include, but not be limited to, achievement of performance criteria) and all other terms and

conditions of such Other Stock-Based Awards.

Section 11.    Stock

Bonuses.

the event that the Administrator grants a Stock Bonus, the Shares constituting such Stock Bonus shall, as determined by the Administrator,

be evidenced in uncertificated form or by a book entry record or a certificate issued in the name of the Participant to whom such grant

was made and delivered to such Participant as soon as practicable after the date on which such Stock Bonus is payable.

Section 12.    Cash

Awards.

The

Administrator may grant Awards that are payable solely in cash, as deemed by the Administrator to be consistent with the purposes of

the Plan, and such Cash Awards shall be subject to the terms, conditions, restrictions and limitations determined by the Administrator,

in its sole discretion, from time to time. Cash Awards may be granted with value and payment contingent upon the achievement of Performance

Goals.

Section 13.    Coin

Awards.

The

Administrator may grant Awards that are payable solely in Digital Assets, as deemed by the Administrator to be consistent with the purposes

of the Plan, and such Coin Awards shall be subject to the terms, conditions, restrictions and limitations determined by the Administrator,

in its sole discretion, from time to time. Coin Awards may be granted with value and payment contingent upon the achievement of Performance

Goals.

Section 14.    Change

in Control Provisions.

Except

as provided in the applicable Award Agreement, in the event that a Change in Control occurs and an outstanding Award is not assumed or

substituted in connection therewith, then: (i) any unvested or unexercisable portion of any Award carrying a right to exercise shall

become fully vested and exercisable and (ii) the restrictions, deferral limitations, payment conditions and forfeiture conditions

applicable to an Award granted under the Plan shall lapse and such Awards shall be deemed fully vested, and any performance conditions

imposed with respect to such Awards shall be deemed to be achieved at the greater of target and actual performance levels as of the date

of the Change of Control. In the event that a Change of Control occurs and an Award is assumed or substituted in connection therewith,

such Award shall remain outstanding and shall continue to vest following such Change of Control in accordance with its terms, subject

to adjustment in accordance with Section 5 hereof. For purposes of this Section 14, an outstanding Award shall

be considered to be assumed or substituted for if, following the Change in Control, the Award remains subject to the same terms and conditions

that were applicable to the Award immediately prior to the Change in Control except that, if the Award related to Shares, the Award may

instead confer the right to receive common equity of the acquiring entity (or cash, Digital Assets or such other security or property

as may be determined by the Administrator, in its sole discretion, pursuant to Section 5 hereof).

Section 15.    Voting

Proxy

The

Company reserves the right to require the Participant, to the fullest extent permitted by applicable law, to appoint such Person as shall

be determined by the Administrator in its sole discretion as the Participant’s proxy with respect to all applicable unvested Awards

of which the Participant may be the record holder of from time to time to (A) attend all meetings of the holders of the Shares,

with full power to vote and act for the Participant with respect to such Awards in the same manner and extent that the Participant might

were the Participant personally present at such meetings, and (B) execute and deliver, on behalf of the Participant, any written

consent in lieu of a meeting of the holders of the Shares in the same manner and extent that the Participant might but for the proxy

granted pursuant to this sentence.

Section 16.    Amendment

and Termination.

The

Administrator may amend, alter or terminate the Plan, but no amendment, alteration, or termination shall be made that would impair the

rights of a Participant under any outstanding Award without such Participant’s consent. Unless the Board determines otherwise,

the Board shall obtain approval of the Company’s stockholders for any amendment to the Plan that would require such approval in

order to satisfy any rules of the stock exchange on which the Common Stock is traded or other applicable law. The Administrator

may amend the terms of any outstanding Award, prospectively or retroactively, but, subject to Section 5 hereof and the immediately

preceding sentence, no such amendment shall impair the rights of any Participant without the Participant’s consent; provided

that the Administrator may amend the terms of any such Award to take effect retroactively or otherwise, as deemed necessary or advisable

for the purpose of conforming the Award to any applicable law, government regulation or stock exchange listing requirement relating to

such Award (including, but not limited to, Section 409A of the Code), and by accepting an Award under this Plan, the Participant

thereby agrees to any amendment made pursuant to this Section 15 to such Award (as determined by the Administrator) without

further consideration or action.

Section 17.    Unfunded

Status of Plan.

The

Plan is intended to constitute an “unfunded” plan for incentive compensation. With respect to any payments not yet made to

a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general

creditor of the Company.

Section 18.    Withholding

Taxes.

Each

Participant shall, no later than the date as of which the value of an Award first becomes includible in the gross income of such Participant

for purposes of applicable taxes, pay to the Company, or make arrangements satisfactory to the Company regarding payment of, an amount

in respect of such taxes up to the maximum statutory rates in the Participant’s applicable jurisdiction with respect to the Award,

as determined by the Company. The obligations of the Company under the Plan shall be conditional on the making of such payments or arrangements,

and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise

due to such Participant. Whenever cash is to be paid pursuant to an Award, the Company shall have the right to deduct therefrom an amount

sufficient to satisfy any applicable withholding tax requirements related thereto as determined by the Company. Whenever Shares, Digital

Assets or property other than cash are to be delivered pursuant to an Award, the Company shall have the right to require the Participant

to remit to the Company in cash an amount sufficient to satisfy any related taxes to be withheld and applied to the tax obligations as

determined by the Company; provided, that, with the approval of the Administrator, a Participant may satisfy the foregoing

requirement by either (i) electing to have the Company withhold from such delivery Shares, Digital Assets or other property, as

applicable, or (ii) by delivering already owned unrestricted Shares, in each case, having a value not exceeding the applicable taxes

to be withheld and applied to the tax obligations as determined by the Company. Such withheld Shares, Digital Assets or other property

or already owned and unrestricted Shares shall be valued at their Fair Market Value on the date on which the amount of tax to be withheld

is determined and any fractional share amounts resulting therefrom shall be settled in cash. Such an election may be made with respect

to all or any portion of the Shares, Digital Assets or other property to be delivered pursuant to an Award. The Company may also use

any other method of obtaining the necessary payment or proceeds, as permitted by law, to satisfy its withholding obligation with respect

to any Award as determined by the Company, including, with the approval of the Administrator, by allowing the Participant to engage in

broker-assisted cashless exercise or settlement procedures (including sales in open market transactions) to generate an amount of net

proceeds (after deducting commissions) not exceeding the applicable taxes to be withheld and directing such proceeds to the Company to

be applied to the tax obligations as determined by the Company.

Section 19.    Transfer

of Awards.

Until

such time as the Awards are fully vested and/or exercisable in accordance with the Plan or an Award Agreement, no purported sale, assignment,

mortgage, hypothecation, transfer, charge, pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of, or

creation of a security interest in or lien on, any Award or any agreement or commitment to do any of the foregoing (each, a “Transfer”)

by any holder thereof in violation of the provisions of the Plan or an Award Agreement will be valid, except with the prior written consent

of the Administrator, which consent may be granted or withheld in the sole discretion of the Administrator. Any purported Transfer of

an Award or any economic benefit or interest therein in violation of the Plan or an Award Agreement shall be null and void ab initio,

and shall not create any obligation or liability of the Company, and any Person purportedly acquiring any Award or any economic benefit

or interest therein transferred in violation of the Plan or an Award Agreement shall not be entitled to be recognized as a holder of

any Shares or other property underlying such Award. Unless otherwise determined by the Administrator in accordance with the provisions

of the immediately preceding sentence, an Option or Stock Appreciation Right may be exercised, during the lifetime of the Participant,

only by the Participant or, during any period during which the Participant is under a legal disability, by the Participant’s guardian

or legal representative.

Section 20.    Continued

Employment or Service.

Neither

the adoption of the Plan nor the grant of an Award hereunder shall confer upon any Eligible Recipient any right to continued employment

or service with the Company or any Affiliate thereof, as the case may be, nor shall it interfere in any way with the right of the Company

or any Affiliate thereof to terminate the employment or service of any of its Eligible Recipients at any time.

Section 21.    Term

of Plan.

The

Plan shall automatically terminate on the date no Shares remain available for issuance under the Plan, but Awards theretofore granted

may extend beyond that date.

Section 22.    Securities

Matters and Regulations.

(a)            Notwithstanding

anything herein to the contrary, the obligation of the Company to sell or deliver Common Stock with respect to any Award granted under

the Plan shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws,

the receipt of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Administrator and the listing

requirements of any securities exchange on which the Shares are traded. The Administrator may require, as a condition of the issuance

and delivery of certificates evidencing Shares pursuant to the terms hereof, that the recipient of such Shares make such agreements and

representations, and that such certificates bear such legends, as the Administrator, in its sole discretion, deems necessary or advisable.

(b)            Each

Award is subject to the requirement that, if at any time the Administrator determines that the listing, registration or qualification

of Common Stock issuable pursuant to the Plan is required by any securities exchange or under any state or federal law, or the consent

or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the grant of an Award

or the issuance of Common Stock, no such Award shall be granted or payment made or Common Stock issued, in whole or in part, unless such

listing, registration, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the

Administrator.

the event that the disposition of Common Stock acquired pursuant to the Plan is not covered by a then current registration statement

under the Securities Act and is not otherwise exempt from such registration, such Common Stock shall be restricted against transfer to

the extent required by the Securities Act or regulations thereunder, and the Administrator may require a Participant receiving Common

Stock pursuant to the Plan, as a condition precedent to receipt of such Common Stock, to represent to the Company in writing that the

Common Stock acquired by such Participant is acquired for investment only and not with a view to distribution.

Section 23.    Notification

of Election Under Section 83(b) of the Code.

any Participant shall, in connection with the acquisition of Shares under the Plan, make the election permitted under Section 83(b) of

the Code, such Participant shall notify the Company of such election, and shall deliver a copy of such election to the Company, in each

case, within ten (10) days after filing notice of the election with the Internal Revenue Service.

Section 24.    No

Fractional Shares.

fractional Shares shall be issued or delivered pursuant to the Plan. The Administrator shall determine whether cash, Digital Assets,

other Awards or other property shall be issued or paid in lieu of such fractional Shares or whether such fractional Shares or any rights

thereto shall be forfeited or otherwise eliminated.

Section 25.    Beneficiary.

Participant may file with the Company a written designation of a beneficiary on such form as may be prescribed by the Company and may,

from time to time, amend or revoke such designation. If no designated beneficiary survives the Participant, the executor or administrator

of the Participant’s estate shall be deemed to be the Participant’s beneficiary.

Section 26.    Paperless

Administration.

the event that the Company establishes, for itself or using the services of a third party, an automated system for the documentation,

granting or exercise of Awards, such as a system using an internet website or interactive voice response, then the paperless documentation,

granting or exercise of Awards by a Participant may be permitted through the use of such an automated system.

Section 27.    Severability.

any provision of the Plan is held to be invalid or unenforceable, the other provisions of the Plan shall not be affected but shall be

applied as if the invalid or unenforceable provision had not been included in the Plan.

Section 28.    Clawback.

Notwithstanding

any other provisions in this Plan, any Award which is subject to recovery under any law, government regulation or stock exchange listing

requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation

or stock exchange listing requirement (or any policy adopted by the Company pursuant to or in connection with any such law, government

regulation or stock exchange listing requirement).

Section 29.    Section 409A

of the Code.

The

Plan as well as payments and benefits under the Plan are intended to be exempt from, or to the extent subject thereto, to comply with

Section 409A of the Code, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted in accordance therewith.

Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties

under Section 409A of the Code, the Participant shall not be considered to have terminated employment or service with the Company

for purposes of the Plan and no payment shall be due to the Participant under the Plan or any Award until the Participant would be considered

to have incurred a “separation from service” from the Company and its Affiliates within the meaning of Section 409A

of the Code. Any payments described in the Plan that are due within the “short term deferral period” as defined in Section 409A

of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary

in the Plan, to the extent that any Awards (or any other amounts payable under any plan, program or arrangement of the Company or any

of its Affiliates) are payable upon a separation from service and such payment would result in the imposition of any individual tax and

penalty interest charges imposed under Section 409A of the Code, the settlement and payment of such awards (or other amounts) shall

instead be made on the first business day after the date that is six (6) months following such separation from service (or upon

the Participant’s death, if earlier). Each amount to be paid or benefit to be provided under this Plan shall be construed as a

separate identified payment for purposes of Section 409A of the Code. The Administrator shall have the sole authority to make any

accelerated distributions permissible under Treas. Reg. Section 1.409A-3(j)(4) to Participants with respect to any deferred

amounts, provided that such distributions meets the requirements of Treas. Reg. Section 1.409A-3(j)(4). The Company makes

no representation that any or all of the payments or benefits described in this Plan will be exempt from or comply with Section 409A

of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Participant shall

be solely responsible for the payment of any taxes and penalties incurred under Section 409A of the Code.

Section 30.    Governing

Law.

The

Plan shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the principles

of conflicts of law of such state.

Section 31.    Titles

and Headings.

The

titles and headings of the sections in the Plan are for convenience of reference only and, in the event of any conflict, the text of

the Plan, rather than such titles or headings, shall control.

Section 32.    Successors.

The

obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger,

consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all

of the assets and business of the Company.

Section 33.    Relationship

to Other Benefits.

payment pursuant to the Plan shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing,

group insurance, welfare, or other benefit plan of the Company or any Affiliate except to the extent otherwise expressly provided in

writing in such other plan or an agreement thereunder.

EX-10.5 — EXHIBIT 10.5

EX-10.5

Filename: tm2615904d7_ex10-5.htm · Sequence: 5

Exhibit 10.5

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

THIS AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 11, 2026, is made and entered into

by and among Avalanche Treasury Corporation, a Delaware corporation (“Pubco”), Mountain Lake Acquisition Corp.,

a Cayman Islands exempted company (“SPAC”), each of the undersigned holders listed on the signature pages hereto

under the heading “Specified Holders” (such persons, the “Specified Holders”) and each of the undersigned

holders listed on the signature pages hereto under the heading “Other Holders” (and together with the Specified Holders,

their Permitted Transferees holding Registrable Securities, and any person or entity who hereafter becomes a party to this Agreement

pursuant to Section 5.2 of this Agreement, each a “Holder” and collectively the “Holders”).

Capitalized terms used and not otherwise defined herein shall have the same meanings set forth in the Business Combination Agreement

(as defined below).

RECITALS

WHEREAS,

SPAC, Mountain Lake Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), BTIG, LLC,

a Delaware limited liability company (the “Subscriber”) and the then current directors and executive officers

of SPAC entered into that certain Registration Rights Agreement, dated as of December 12, 2024 (the “Original Registration

Rights Agreement”);

WHEREAS,

(a) SPAC, (b) Pubco, (c) Avalanche SPAC Merger Sub LLC, a Delaware limited liability company and a wholly-owned

subsidiary of Pubco (“SPAC Merger Sub”), (d) Avalanche Treasury Company LLC, a Delaware limited liability

company (the “Company”), (e) Avalanche Company Merger Sub LLC, a Delaware limited liability company and

a wholly owned subsidiary of Pubco (“Company Merger Sub”), (f) Dragonfly Digital Management, LLC (the

“Seller”), (g) Dragonfly Ventures L.P., a Cayman Islands exempted limited partnership (“DV”),

(h) Dragonfly Ventures II, L.P., a Cayman Islands exempted limited partnership (“DVII” and together with

DV and the Seller, the “Seller Related Parties”), and (i) Astral Horizon, L.P., a Delaware limited partnership

(“Astral”), are parties to that certain Business Combination Agreement, dated as of October 1, 2025, which

was amended on January 13, 2026 and on March 17, 2026 (as amended, modified, supplemented modified and/or restated from time

to time, the “Business Combination Agreement”);

WHEREAS,

pursuant to the Business Combination Agreement, subject to the terms and conditions thereof, among other matters: (a) prior to consummation

of the transactions contemplated by the Business Combination Agreement (the “Closing”), SPAC will effectuate

a domestication (the “Domestication”), pursuant to which SPAC will transfer by way of continuation to and become

a Delaware corporation (the “Domesticated SPAC”), all references herein to “SPAC” following the

Domestication refer to the Domesticated SPAC; (b) at least two (2) hours after the Domestication, the SPAC Merger Sub will

merge with and into SPAC, with SPAC continuing as the surviving company and a wholly-owned subsidiary of Pubco (the “SPAC

Merger”), and with (x) each SPAC shareholder receiving one (1) share of Pubco Class A Common Stock for each

SPAC Class A Ordinary Share or SPAC Class B Ordinary Share held by such shareholder and (y) each holder of SPAC Rights

receiving one (1) share of Pubco Class A Common Stock in exchange for each ten (10) SPAC Rights held by such holder; (c) Company

Merger Sub will merge with and into the Company, with the Company continuing as the surviving company and a wholly-owned subsidiary of

Pubco (the “Company Merger” and, together with the SPAC Merger, the “Mergers” and,

together with the other transactions contemplated by the Business Combination Agreement and the Ancillary Documents, the “Transactions”),

and with (x) each Company Member (other than the Seller Related Parties) receiving one (1) share of Pubco Class A Common

Stock for each Company Unit held by such Company Member, (y) each Seller Related Party receiving one (1) share of Pubco Class A

Stock and one (1) share of Pubco Class B Stock for each Company Unit held by such Seller Related Party, and (z) Astral

receiving 4,000,000 shares of Pubco Class A Stock as additional consideration (out of which 2,000,000 shares of Pubco Class A

Stock will be issued and placed into the Astral Escrow Account at the Company Merger Effective Time and the remaining 2,000,000 shares

of Pubco Class A Stock will be issued and placed into Astral’s securities account on the 30th day after Closing);

and (d), upon the consummation of the Mergers, Pubco will become a publicly traded company;

WHEREAS,

on the date hereof, the Sponsor and each of the Specified Holders (other than the Foundation) are entering into a Lock-Up Agreement with

Pubco (each, a “Lock-Up Agreement”);

WHEREAS,

on October 1, 2025, Pubco, the Company, Avalanche (BVI), Inc., a British Virgin Islands business company (“Avalanche

BVI”) and Avalanche Cayman, a Cayman Islands exempted company (“Avalanche Cayman,” and, together

with Avalanche BVI, the “Foundation”), entered into that certain AVAX Token Sale Agreement, pursuant to which,

among other things, Pubco agreed to issue certain securities to the Foundation (the “Foundation Private Placement”);

WHEREAS,

pursuant to Section 5.5 of the Original Registration Rights Agreement, the provisions, covenants, and conditions set forth therein

may be amended or modified upon the written consent of SPAC and the holders of at least a majority in interest of the Registrable Securities

(as defined in the Original Registration Rights Agreement) at the time in question (which majority must include the Subscriber if such

amendment or modification is material and adverse to the Subscriber), and the Sponsor is holder of at least a majority in interest of

the Registrable Securities (as defined in the Original Registration Rights Agreement) as of the date hereof; and

WHEREAS,

SPAC, the Sponsor and the Subscriber desire to amend and restate the Original Registration Rights Agreement in its entirety and enter

into this Agreement, pursuant to which Pubco shall grant the Holders certain registration rights with respect to certain securities of

Pubco as set forth in this Agreement.

NOW,

THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and

valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound,

hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions. The

terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth

below:

“Adverse Disclosure”

shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive

Officer or principal financial officer of Pubco, after consultation with counsel to Pubco, (a) would be required to be made in any

Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement

of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus

and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (b) would not be required

to be made at such time if the Registration Statement were not being filed, and (c) Pubco has a bona fide business purpose for not

making such information public.

“Agreement”

shall have the meaning given in the Preamble.

“Avalanche BVI”

shall have the meaning given in the Preamble.

“Avalanche Cayman”

shall have the meaning given in the Preamble.

“Board”

shall mean the Board of Directors of Pubco.

“Business Combination

Agreement” shall have the meaning given in the Recitals hereto.

“Closing”

shall have the meaning given in the Recitals hereto.

“Closing Date”

shall mean the date of the Closing.

“Commission”

shall mean the Securities and Exchange Commission.

“Company”

shall have the meaning given in the Recitals hereto.

“Company Merger”

shall have the meaning given in the Recitals hereto.

“Company Merger

Sub” shall have the meaning given to such term in the Business Combination Agreement.

“Demand Registration”

shall have the meaning given in subsection 2.1.1.

“Demanding Holders”

shall have the meaning given in subsection 2.1.1.

“Demanding Specified

Holders” shall have the meaning given in subsection 2.1.1.

“Demanding Sponsor

Holders” shall have the meaning given in subsection 2.1.1.

“Domesticated

SPAC” shall have the meaning given in the Recitals hereto.

“Exchange Act”

shall mean the Securities Exchange Act of 1934, as amended from time to time.

“Form S-1”

shall have the meaning given in subsection 2.1.1.

“Form S-3”

shall have the meaning given in subsection 2.3.

“Foundation”

shall have the meaning given in the Preamble.

“Foundation Private

Placement” shall have the meaning given in the Preamble.

“Foundation Private

Placement Shares” shall mean the shares of Pubco Class A Common Stock issued to Avalanche Cayman pursuant to the Foundation

Private Placement.

“Founder Shares”

shall mean the shares of Pubco Class A Common Stock issued to the Sponsor in the SPAC Merger in exchange for the SPAC Class B

Ordinary Shares held by the Sponsor immediately prior to the SPAC Merger.

“Holders”

shall have the meaning given in the Preamble.

“Insiders”

shall mean the insiders who are signatories to that certain letter agreement, dated as of December 12, 2024, with SPAC and Sponsor,

namely: Mr Paul Grinberg, Mr Douglas Horlick, Mr Jeffery T. Lager, Mr Michael Marquez, and Mr Jaime W. Vieser.

“Lock-Up Agreement”

shall have the meaning given in the Recitals hereto.

“Lock-Up Period”

shall mean with respect to the Sponsor Holders and the Specified Holders, the lock-up period specified in the Lock-Up Agreements.

“Maximum Number

of Securities” shall have the meaning given in subsection 2.1.4.

“Mergers”

shall have the meaning given in the Recitals hereto.

“Misstatement”

shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement

or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the case of any prospectus and any preliminary

prospectus, in the light of the circumstances under which they were made) not misleading.

“Original Registration

Rights Agreement” shall have the meaning given in the Recitals.

“Permitted Transferees”

shall mean (a) prior to the expiration of the applicable Lock-Up Period, any person or entity to whom a Holder is permitted to transfer

their Registrable Securities prior to the expiration of the applicable Lock-Up Period pursuant to, as applicable, the Lock-Up Agreement

or any other applicable agreement between such Holder, on the one hand, and Pubco or SPAC, on the other hand, and (b) after the

expiration of the applicable Lock-Up Period, any person or entity to whom such Holder is permitted to transfer such Registrable Securities.

“Piggyback Registration”

shall have the meaning given in subsection 2.2.1.

“Private Placement

Shares” shall mean the Foundation Private Placement Shares, Sponsor Private Placement Shares and Subscriber Private Placement

Shares.

“Pro Rata”

shall have the meaning given in subsection 2.1.4.

“Prospectus”

shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended

by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“Pubco”

shall have the meaning given in the Preamble.

“Pubco Class A

Common Stock” shall mean shares of Class A common stock of Pubco, par value $0.01 per share.

“Registrable

Security” shall mean (a) the shares of Pubco Class A Common Stock issued in the Company Merger; (b) the

Founder Shares; (c) the Private Placement Shares; (d) any outstanding shares of Pubco Class A Common Stock or any other

equity security (including shares of Pubco Class A Common Stock issued or issuable upon the exercise of any other equity security)

of Pubco, in the case of each of the preceding subclauses (a), (b), (c) and (d), to the extent held by a Holder as of the date of

this Agreement or as of the Closing Date including any securities purchased in connection therewith; (e) any outstanding shares

of Pubco Class A Common Stock (or any other equity security (including shares of Pubco Class A Common Stock issued or issuable

upon the exercise of any other equity security) of Pubco acquired by a Holder following the date hereof to the extent that such securities

are “restricted securities” as defined in Rule 144 promulgated under the Securities Act (or any successor rule promulgated

thereafter by the Commission)) (“Rule 144”) or are otherwise held by an “affiliate” (as defined

in Rule 144) of Pubco and (f) any other equity security of Pubco issued or issuable with respect to any shares of Pubco Class A

Common Stock described in the preceding subclauses (a) through (e), by way of a share dividend or share split or in connection with

a combination of shares, recapitalization, merger, consolidation, re-domestication, reorganization, or other similar transaction; provided,

however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (i) a

Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities

shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (ii) such securities

shall have been otherwise transferred, new certificates or book entry notations for such securities not bearing a legend restricting

further transfer shall have been delivered or noted by Pubco and subsequent public distribution of such securities shall not require

registration under the Securities Act; (iii) such securities shall have ceased to be outstanding; (iv) such securities have

been sold without registration pursuant to Rule 144; (v) such securities have been sold to, or through, a broker, dealer or

underwriter in a public distribution or other public securities transaction; or (vi) such securities have otherwise ceased to be

held by a Holder or their Permitted Transferee.

“Registration”

shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements

of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming

effective.

“Registration

Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, except for the limitations

set forth in subclause (vi) below, the following:

(i) all registration

and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.)

and any securities exchange on which the shares of Pubco Class A Common Stock are then listed;

(ii) fees and expenses

of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection

with blue sky qualifications of Registrable Securities);

(iii) printing, messenger,

telephone and delivery expenses;

(iv) reasonable fees

and disbursements of counsel for Pubco;

(v) reasonable fees

and disbursements of all independent registered public accountants of Pubco incurred specifically in connection with such Registration;

and

(vi) reasonable fees

and expenses of one (1) legal counsel representing the Holders, as selected by (x) the Significant Specified Holders holding

a majority of the then-outstanding Registrable Securities included, or to be included, in such Registration, or, (y) in the absence

of any such Significant Specified Holders, by the Holders holding a majority of the then-outstanding Registrable Securities included,

or to be included, in such Registration.

“Registration

Statement” shall mean any registration statement under the Securities Act that covers the Registrable Securities pursuant

to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective

amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration

statement.

“Requesting Holder”

shall have the meaning given in subsection 2.1.1.

“Securities Act”

shall mean the U.S. Securities Act of 1933, as amended from time to time.

“Significant

Specified Holder” shall mean any Specified Holder holding at least 10% of the then-outstanding Registrable Securities held

by all Specified Holders.

“SPAC”

shall have the meaning given in the Preamble.

“SPAC Class A

Ordinary Shares” shall mean Class A ordinary shares of SPAC, par value $0.0001 per share.

“SPAC Class B

Ordinary Shares” shall mean Class B ordinary shares of SPAC, par value $0.0001 per share.

“SPAC Merger”

shall have the meaning given in the Recitals hereto.

“SPAC Merger

Sub” shall have the meaning given in the Recitals hereto.

“Specified Holders”

shall have the meaning given in the Preamble hereto.

“Sponsor”

shall have the meaning given in the Recitals hereto.

“Sponsor Holders”

shall mean the Sponsor and the Insiders as well as their respective Permitted Transferees who hold Registrable Securities.

“Sponsor Private

Placement Shares” shall mean the shares of Pubco Class A Common Stock issued to the Sponsor in the SPAC Merger in

exchange for the SPAC Class A Ordinary Shares underlying the Sponsor Private Placement Units (including the SPAC Class A Ordinary

Shares issuable upon conversion of the SPAC Rights) held by the Sponsor immediately prior to the SPAC Merger.

“Sponsor Private

Placement Units” shall mean the shares of Pubco Class A Common Stock issuable upon the conversion, as applicable,

of the 495,000 units held by Sponsor and issued by SPAC in a private placement transaction simultaneously with the IPO, each consisting

of one (1) SPAC Class A Ordinary Share and one (1) SPAC Right.

“Subscriber Private

Placement Shares” shall mean the shares of Pubco Class A Common Stock issued to the Subscriber in the SPAC Merger

in exchange for the SPAC Class A Ordinary Shares underlying the Subscriber Private Placement Units (including the SPAC Class A

Ordinary Shares issuable upon conversion of the SPAC Rights) held by the Subscriber immediately prior to the SPAC Merger.

“Subscriber Private

Placement Units” shall mean the shares of Pubco Class A Common Stock issuable upon the conversion, as applicable,

of the 310,000 units held by the Subscriber and issued by SPAC in a private placement transaction simultaneously with the IPO, each consisting

of one (1) SPAC Class A Ordinary Share and one (1) SPAC Right.

“Transactions”

shall have the meaning given in the Recitals hereto.

“Underwriter”

shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such

dealer’s market-making activities.

“Underwritten

Registration” or “Underwritten Offering” shall mean a Registration in which securities of Pubco

are sold to an Underwriter in a firm commitment underwriting for distribution to the public.

ARTICLE II

REGISTRATIONS

2.1 Demand Registration.

2.1.1 Request for Registration.

Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after

the Closing Date, (i) the Sponsor Holders holding a majority in interest of the then-outstanding Registrable Securities held by

all Sponsor Holders (the “Demanding Sponsor Holders”) or (ii) any Significant Specified Holder (a “Demanding

Specified Holder” and the Demanding Sponsor Holders or Demanding Specified Holders, as applicable, being “Demanding

Holders”) may make a written demand for Registration of all or part of their Registrable Securities, which written demand

shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution

thereof (such written demand a “Demand Registration”). Pubco shall, within ten (10) calendar days of Pubco’s

receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of

Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration

pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such

Registration, a “Requesting Holder”) shall so notify Pubco, in writing, within five (5) calendar days

after the receipt by the Holder of the notice from Pubco. Upon receipt by Pubco of any such written notification from a Requesting Holder(s) to

Pubco, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a

Demand Registration and Pubco shall effect, as soon thereafter as practicable, the Registration of all Registrable Securities requested

by the Demanding Holder(s) and Requesting Holder(s) pursuant to such Demand Registration, including by (x) filing or confidentially

submitting a Registration Statement relating thereto as soon as practicable, but, not more than forty five (45) calendar days immediately

after Pubco’s receipt of the Demand Registration, and (y) using its reasonable best efforts to have such Registration Statement

become effective as soon as practicable after Pubco’s receipt of the Demand Registration but in any event no later than within

ninety (90) calendar days or, if the Registration Statement is reviewed by, and comments thereto are provided from, the Commission, within

one hundred twenty (120) calendar days; provided, further, that Pubco shall request the Registration Statement to be declared

effective as soon as practicable but in any event no later than within five (5) business days after the date Pubco is notified (orally

or in writing, whichever is earlier) by the staff of the Commission that the Registration Statement will not be “reviewed”

or will not be subject to further review. Under no circumstances shall Pubco be obligated to effect more than an aggregate of three (3) Registrations

pursuant to a Demand Registration by any Sponsor Holder or more than an aggregate of two (2) Registrations in any twelve (12)-month

period pursuant to a Demand Registration by any Significant Specified Holder, in each case pursuant to and under this subsection 2.1.1

with respect to any or all Registrable Securities held by such Holders; provided, further, that a Registration shall not

be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time

(“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders

to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1

of this Agreement.

2.1.2 Effective Registration.

Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration pursuant to a Demand

Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission with respect

to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) Pubco has complied with

all of its obligations under this Agreement with respect thereto; provided, further, that if, after such Registration Statement

has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently

interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration

Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until, (a) such stop

order or injunction is removed, rescinded or otherwise terminated, and (b) a majority-in-interest of the Demanding Holders initiating

such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly notify Pubco in writing, but

in no event later than five (5) calendar days, of such election; and provided, further, that Pubco shall not be obligated

or required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a

Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.

2.1.3 Underwritten Offering.

Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if (x) a majority-in-interest of the Demanding

Holders or (y) a Significant Specified Holder so advise Pubco as part of their Demand Registration that the offering of the Registrable

Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder

or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s

participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering

to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering

under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected

for such Underwritten Offering by (x) Pubco in consultation with the Demanding Holders initiating the Demand Registration, or (y) a

Significant Specified Holder if such Holder has requested the Underwritten Offering and the aggregate gross proceeds from the sale of

the Registrable Securities by all Holders requested to be included in such Underwritten Offering are reasonably expected by such Significant

Specified Holder to be at least $25,000,000. Notwithstanding the foregoing, Pubco is not obligated to effect (i) more than an aggregate

of three (3) Underwritten Offerings pursuant to this subsection 2.1.3 in any twelve (12)-month period; (ii) an Underwritten

Offering pursuant to this subsection 2.1.3 within ninety (90) calendar days after the closing of an Underwritten Offering or (iii) an

Underwritten Offering unless the aggregate gross proceeds from the sale of all Registrable Securities (regardless of Holder) requested

to be included in such Underwritten Offering is reasonably expected by the Requesting Holder to be at least $25,000,000.

2.1.4 Reduction of Underwritten

Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good

faith, advises Pubco, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable

Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other shares of Pubco

Class A Common Stock or other equity securities that Pubco desires to sell and shares of Pubco Class A Common Stock, if any,

as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other

stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten

Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success

of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of

Securities”), then Pubco shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities

of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that

each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number

of Registrable Securities that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration

(such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number

of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause

(i), the Registrable Securities of Holders (Pro Rata, based on the respective number of Registrable Securities that each Holder has so

requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, without exceeding

the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the

foregoing clauses (i) and (ii), shares of Pubco Class A Common Stock or other equity securities that Pubco desires to sell,

which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of

Securities has not been reached under the foregoing clauses (i), (ii) and (iii), shares of Pubco Class A Common Stock or other

equity securities of other persons or entities that Pubco is obligated to register in a Registration pursuant to separate written contractual

arrangements with such persons or entities and that can be sold without exceeding the Maximum Number of Securities.

2.1.5 Demand Registration

Withdrawal. Prior to (i) the effectiveness of the Registration Statement filed with the Commission with respect to the Registration

of their Registrable Securities pursuant to a Demand Registration under subsection 2.1.1 (other than an Underwritten Offering

pursuant to subsection 2.1.3), a majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest

of the Requesting Holders (if any) and (ii) the filing of the applicable “red herring” prospectus or prospectus supplement

used for marketing an Underwritten Offering pursuant to subsection 2.1.3, a majority-in-interest of the Demanding Holders initiating

an Underwritten Offering, in each case of (i) and (ii), shall have the right to withdraw from a Registration pursuant to such applicable

Demand Registration for any or no reason whatsoever upon written notification to Pubco and, if applicable, the Underwriter or Underwriters

(if any) of their intention to withdraw from such Registration. Notwithstanding anything to the contrary in this Agreement, Pubco shall

be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to any

withdrawal under this subsection 2.1.5.

2.2 Piggyback Registration.

2.2.1 Piggyback Rights.

If, at any time on or after the Closing Date, Pubco proposes to file or confidentially submit a Registration Statement under the Securities

Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible

into equity securities, for its own account or for the account of stockholders of Pubco (or by Pubco and by the stockholders of Pubco

including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (a) filed in connection

with any employee share option or other benefit plan, (b) pursuant to a registration statement on Form S-4 (or similar form

that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (c) for an

exchange offer or offering of securities solely to Pubco’s existing stockholders, (d) for an offering of debt that is convertible

into equity securities of Pubco or (e) for a dividend reinvestment plan, then Pubco shall give written notice of such proposed filing

to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) calendar days before the anticipated

filing date of such Registration Statement, which notice shall (i) describe the amount and type of securities to be included in

such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any,

in such offering, and (ii) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number

of Registrable Securities as such Holders may request in writing within (a) five (5) calendar days in the case of filing a

registration statement, prospectus or prospectus supplement and (b) three (3) calendar days in the case of an Underwritten

Offering (unless such offering is an overnight or bought Underwritten Offering, then one (1) calendar day), in each case after receipt

of such written notice (such Registration a “Piggyback Registration”). Pubco shall, in good faith, cause such

Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing

Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant

to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities

of Pubco included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with

the intended method(s) of distribution thereof. If no written request for inclusion from a Holder is received within the specified

time, each such Holder shall have no further right to participate in such Piggyback Registration pursuant to this subsection 2.2.1.

All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1

shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by

Pubco.

2.2.2 Reduction of Piggyback

Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration,

in good faith, advises Pubco and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the

dollar amount or number of shares of Pubco Class A Common Stock that Pubco desires to sell, taken together with (i) the shares

of Pubco Class A Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements

with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which

registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Pubco Class A Common Stock,

if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other

stockholders of Pubco, exceeds the Maximum Number of Securities, then:

(a) If the Registration

is undertaken for Pubco’s account, Pubco shall include in any such Registration (i) first, the shares of Pubco Class A

Common Stock or other equity securities that Pubco desires to sell, which can be sold without exceeding the Maximum Number of Securities;

(ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable

Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, pro

rata based on the respective number of Registrable Securities that each Holder has so requested, which can be sold without exceeding

the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under

the foregoing clauses (i) and (ii), the shares of Pubco Class A Common Stock, if any, as to which Registration has been requested

pursuant to written contractual piggy-back registration rights of other stockholders of Pubco, which can be sold without exceeding the

Maximum Number of Securities;

(b) If the Registration

is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then Pubco shall include in any such

Registration (i) first, the shares of Pubco Class A Common Stock or other equity securities, if any, of such requesting persons

or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities;

(ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable

Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, pro rata

based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Registration

and the aggregate number of Registrable Securities that the Holders have requested be included in such Underwritten Registration, which

can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities

has not been reached under the foregoing clauses (i) and (ii), the shares of Pubco Class A Common Stock or other equity securities

that Pubco desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent

that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the shares Pubco Class A

Common Stock or other equity securities for the account of other persons or entities that Pubco is obligated to register pursuant to

separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.

2.2.3 Piggyback Registration

Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason

whatsoever upon written notification to Pubco and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from

such Piggyback Registration prior to the earlier of (x) the effectiveness of the Registration Statement filed with the Commission

with respect to such Piggyback Registration or (y) the filing of the applicable “red herring” prospectus or prospectus

supplement used for marketing the Underwritten Offering with respect to such Piggyback Registration. Pubco (whether on its own good faith

determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw

a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness

of such Registration Statement or abandon an Underwritten Offering in connection with a Piggyback Registration at any time prior to the

filing of the applicable “red herring” prospectus or prospectus supplement used for marketing such Underwritten Offering.

Notwithstanding anything to the contrary in this Agreement, Pubco shall be responsible for the Registration Expenses incurred in connection

with the Piggyback Registration prior to any withdrawal under this subsection 2.2.3.

2.2.4 Unlimited Piggyback

Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall not be counted

as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.

2.3 Shelf Registrations.

2.3.1 Shelf Registration

Rights. Any Holder of Registrable Securities may at any time, and from time to time, request in writing that Pubco, pursuant to Rule 415

under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of

their Registrable Securities not included on an Initial Shelf Registration Statement (as defined below) on a delayed or continuous basis

on a shelf registration statement on Form S-1 or any similar registration statement that may be available at such time (a “Form S-1

Shelf”) or a shelf registration statement on Form S-3 or any similar short form registration statement that may be

available at such time (a “Form S-3 Shelf”, and together with a Form S-1 Shelf, a “Shelf

Registration Statement”), if Pubco is then eligible to use a Form S-3 Shelf; provided, however, Pubco

shall be obligated to effect such request through an Underwritten Offering only pursuant to subsection 2.3.2. In addition, as

soon as practicable but in no event later than thirty (30) calendar days following the Closing Date, Pubco will file a Form S-1

Shelf registering the resale of all Registrable Securities requested to be included therein (the “Initial Shelf Registration

Statement”). Within five (5) calendar days of Pubco’s receipt of a written request from a Holder or Holders

of Registrable Securities for such a Registration, Pubco shall promptly give written notice of the proposed Registration to all other

Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such

Holder’s Registrable Securities in such Registration shall so notify Pubco, in writing, within ten (10) calendar days after

the receipt by the Holder of the notice from Pubco. In the case of (A) the Initial Shelf Registration Statement, Pubco shall (x) file

a Form S-1 Shelf to effect the registration of all Registrable Securities as soon as practicable, but not more than thirty (30)

calendar days following the Closing Date, and (y) shall use its commercially reasonable efforts to have the Initial Shelf Registration

Statement declared effective as soon as practicable after the filing thereof, but in any event no later than the earlier of (i) the

tenth (10th) business day after the date Pubco is notified (orally or in writing, whichever is earlier) by the Commission that the Initial

Registration Statement will not be “reviewed” or will not be subject to further review and (ii) the ninetieth

(90th) calendar day following the initial filing date of the Initial Shelf Registration Statement if the Commission notifies Pubco that

it will review the Initial Registration Statement (the “Initial Shelf Effectiveness Deadline”); provided,

that (I) if the Initial Shelf Effectiveness Deadline falls on a Saturday, Sunday or other day that the Commission is closed for

business, the Initial Shelf Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business

and (II) if the Commission is closed for operations due to a government shutdown, the Initial Shelf Effectiveness Deadline shall

be extended by the same number of calendar days as the number of calendar days during which the Commission remains closed; (B) a

Form S-3 Shelf, as soon as practicable thereafter, but not more than thirty (30) calendar days after Pubco’s initial receipt

of such written request for a Registration on Form S-3, Pubco shall register all or such portion of such Holder’s Registrable

Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder

or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however,

that Pubco shall not be obligated to effect any such Registration if (x) a Form S-3 is not available for such offering; or

(y) the Holders of Registrable Securities, together with the Holders of any other equity securities of Pubco entitled to inclusion

in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to

the public expected by such Holders to be less than $10,000,000; and (C) a Form S-1 Shelf, Pubco shall effect, as soon thereafter

as practicable, the Registration of all Registrable Securities requested by such Holders, including by (x) filing or confidentially

submitting a Form S-1 Shelf relating thereto as soon as practicable, but not more than forty five (45) calendar days immediately

after Pubco’s receipt of such written request for a Registration on a Form S-1 Shelf, and (y) shall use its reasonable

best efforts to have such Form S-1 Shelf become effective as soon as practicable after Pubco’s receipt of such notice but

in any event no later than within ninety (90) calendar days or, if the Form S-1 Shelf is reviewed by, and comments thereto are provided

from, the Commission, within one hundred twenty (120) calendar days; provided, further that Pubco shall request the Form S-1

Shelf declared effective as soon as practicable but in any event no later than within five (5) business days after the date Pubco

is notified (orally or in writing, whichever is earlier) by the staff of the Commission that the Form S-1 Shelf will not be “reviewed”

or will not be subject to further review; provided, however, that Pubco shall not be obligated to effect any such Registration

if the Holders of Registrable Securities, together with the Holders of any other equity securities of Pubco entitled to inclusion in

such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the

public expected by such Holders to be less than $10,000,000. For the avoidance of doubt, any Registration pursuant to this Section 2.3.1

shall not count as a Demand Registration for purposes of Section 2.1.1.

2.3.2 Underwritten Shelf

Offerings. At any time that a Shelf Registration Statement is effective, if any Significant Specified Holder delivers a notice to

Pubco stating that it intends to sell all or part of such Holder’s Registrable Securities included on the Shelf Registration Statement

in an Underwritten Offering, then Pubco shall promptly amend or supplement the Shelf Registration Statement, as may be necessary in order

to enable such Registrable Securities to be distributed pursuant to an Underwritten Offering; provided, that subsections 2.1.3

and 2.1.4 shall apply mutatis mutandis.

2.4 Restrictions on Registration

Rights. If the Holders have requested an Underwritten Registration and (a) Pubco and the Holders are unable to obtain the commitment

of underwriters to firmly underwrite the offer, (b) the filing, initial effectiveness, or continued use of a Registration Statement

in respect of such Underwritten Offering at any time would require the inclusion in such Registration Statement of financial statements

that are unavailable to Pubco for reasons beyond Pubco’s control, or (c) in the good faith judgment of the Board such Registration

would be detrimental to Pubco and the Board concludes as a result that it is essential to defer the filing of such Registration Statement

at such time, then in each case Pubco shall furnish to such Holders a certificate signed by the Chairman of the Board stating that in

the good faith judgment of the Board it would be detrimental to Pubco for such Registration Statement to be filed in the near future

and that it is therefore essential to defer the filing of such Registration Statement. In such event, Pubco shall have the right to defer

such filing for a period of not more than thirty (30) calendar days; provided, however, that Pubco shall not defer its

obligation in this manner more than once in any 12-month period.

ARTICLE III

PUBCO PROCEDURES

3.1 General Procedures.

If at any time on or after the Closing Date, Pubco is required to effect the Registration of Registrable Securities, Pubco shall use

its commercially reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with

the intended plan of distribution thereof, and pursuant thereto Pubco shall, as expeditiously as possible:

3.1.1 prepare and file with

the Commission, within the time frame required by Section 2.1.1, a Registration Statement with respect to such Registrable

Securities and use its commercially reasonable efforts to cause such Registration Statement to become effective and remain effective

until all Registrable Securities covered by such Registration Statement have been sold or are no longer outstanding (such period, the

“Effectiveness Period”);

3.1.2 prepare and file with

the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus used

in connection therewith as may be necessary under applicable law to keep such Registration Statement continuously effective with respect

to the disposition of all Registrable Securities thereby for its Effectiveness Period;

3.1.3 prior to filing or

confidentially submitting a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the

Underwriters, if any, and each Holder of Registrable Securities included in such Registration, and each such Holder’s legal counsel,

copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each

case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement

(including each preliminary Prospectus), and such other documents as the Underwriters and each Holder of Registrable Securities included

in such Registration or the legal counsel for any such Holders may reasonably request in order to facilitate the disposition of the Registrable

Securities owned by such Holders; provided, that, Pubco will not have any obligation to provide any document pursuant to

this clause that is available on the Commission’s EDGAR system;

3.1.4 prior to any public

offering of Registrable Securities, use its commercially reasonable efforts to (a) register or qualify the Registrable Securities

covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States

as any Holder of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may

request and (b) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered

with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of Pubco and do

any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such

Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however,

that Pubco shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to

qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is

not then otherwise so subject;

3.1.5 cause all such Registrable

Securities to be listed on each national securities exchange on which similar securities issued by Pubco are then listed;

3.1.6 provide a transfer

agent and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;

3.1.7 advise each seller

of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order

by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for

such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such

stop order should be issued;

3.1.8 at least five (5) calendar

days prior to the filing or confidentially submitting of any Registration Statement or Prospectus or any amendment or supplement to such

Registration Statement or Prospectus, furnish a copy thereof to each seller of such Registrable Securities and its counsel, including,

without limitation, providing copies promptly upon receipt of any comment letters received with respect to any such Registration Statement

or Prospectus;

3.1.9 notify the Holders

at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening

of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement,

and then to correct such Misstatement as set forth in Section 3.4 hereof;

3.1.10 permit a representative

of the Significant Specified Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter

to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause Pubco’s officers,

directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant

in connection with the Registration; provided, however, that such representatives or Underwriters enter into a confidentiality

agreement, in form and substance reasonably satisfactory to Pubco, prior to the release or disclosure of any such information; and provided

further, Pubco may not include the name of any Holder or Underwriter or any information regarding any Holder or Underwriter in any

Registration Statement or Prospectus, any amendment or supplement to such Registration Statement or Prospectus, any document that is

to be incorporated by reference into such Registration Statement or Prospectus, or any response to any comment letter, without the prior

written consent of such Holder or Underwriter and providing each such Holder or Underwriter a reasonable amount of time to review and

comment on such applicable document;

3.1.11 obtain a “cold

comfort” letter from Pubco’s independent registered public accountants in the event of an Underwritten Registration which

the participating Holders may rely on, in customary form and covering such matters of the type customarily covered by “cold comfort”

letters as the managing Underwriter may reasonably request, and reasonably satisfactory to each participating Significant Specified Holder;

3.1.12 on the date the Registrable

Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing Pubco for

the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the Underwriters, if any,

covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement

agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters,

and reasonably satisfactory to each participating Significant Specified Holder;

3.1.13 in the event of any

Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the

managing Underwriter of such offering;

3.1.14 make available to

its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning

with the first day of Pubco’s first full calendar quarter after the effective date of the Registration Statement which satisfies

the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated

thereafter by the Commission);

3.1.15 if the Registration

involves the Registration of Registrable Securities involving gross proceeds in excess of $50,000,000, use its reasonable efforts to

make available senior executives of Pubco to participate in customary “road show” presentations that may be reasonably requested

by the Underwriter in any Underwritten Offering; and

3.1.16 otherwise, in good

faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with such

Registration.

3.2 Registration Expenses.

The Registration Expenses of all Registrations shall be borne by Pubco. It is acknowledged by the Holders that the Holders shall bear

all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts,

brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all

reasonable fees and expenses of any legal counsel representing the Holders.

3.3 Requirements for Participation

in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities of Pubco pursuant to a Registration

initiated by Pubco hereunder unless such person (a) agrees to sell such person’s securities on the basis provided in any underwriting

arrangements in form, scope and substance customary for such offerings and approved by Pubco and such person and (b) completes and

executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary

documents as may be reasonably required under the terms of such underwriting arrangements.

3.4 Suspension of Sales;

Adverse Disclosure. Upon receipt of written notice from Pubco that a Registration Statement or Prospectus contains a Misstatement,

each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented

or amended Prospectus correcting the Misstatement (it being understood that Pubco hereby covenants to prepare and file such supplement

or amendment as soon as practicable after the time of such notice), or until it is advised in writing by Pubco that the use of the Prospectus

may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any

time would require Pubco to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements

that are unavailable to Pubco for reasons beyond Pubco’s control, Pubco may, upon giving prompt written notice of such action to

the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of

time, but in no event more than thirty (30) calendar days, determined in good faith by Pubco to be necessary for such purpose. In the

event Pubco exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice

referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable

Securities. Pubco shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this

Section 3.4. If so directed by Pubco, the Holders will deliver to Pubco or, in Holders’ sole discretion destroy, all

copies of each Prospectus for which the Holders have suspended use pursuant to this Section 3.4 covering Registrable Securities

in Holders’ possession; provided, however, that this obligation to deliver or destroy shall not apply (A) to

the extent the Holders are required to retain a copy of such Prospectus (x) to comply with applicable legal, regulatory, self-regulatory

or professional requirements or (y) in accordance with a bona fide pre-existing document retention policy or (B) to copies

stored electronically on archival servers as a result of automatic data back-up. Notwithstanding anything to the contrary set forth herein,

Pubco shall not provide any Holder with any material, nonpublic information regarding Pubco other than to the extent that providing notice

under this Section 3.4 to such Holder constitutes material, nonpublic information regarding Pubco.

3.5 Reporting Obligations.

As long as any Holder shall own Registrable Securities, Pubco, at all times while it shall be a reporting company under the Exchange

Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required

to be filed by Pubco after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act. Pubco further covenants

that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such

Holder to sell the shares of Pubco Class A Common Stock held by such Holder without registration under the Securities Act within

the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated

thereafter by the Commission), including providing any legal opinions. Upon the request of any Holder, Pubco shall deliver to such Holder

a written certification of a duly authorized officer as to whether it has complied with such requirements.

ARTICLE IV

INDEMNIFICATION AND CONTRIBUTION

4.1 Indemnification.

4.1.1 Pubco agrees to indemnify,

to the extent permitted by law, each Holder of Registrable Securities, its affiliates, officers and directors and each person who controls

such Holder (within the meaning of the Securities Act) (collectively, the “Holder Indemnified Persons”) against

all losses, claims, damages, liabilities and expenses (including reasonable outside attorneys’ fees) resulting from any Misstatement

or alleged Misstatement, except insofar as the same are caused by or contained in any information furnished in writing to Pubco by such

Holder Indemnified Person expressly for use therein.

4.1.2 In connection with

any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to Pubco in writing

such information and affidavits as Pubco reasonably requests for use in connection with any such Registration Statement or Prospectus

and, to the extent permitted by law, shall indemnify Pubco, its directors and officers and agents and each person who controls Pubco

(within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation

reasonable outside attorneys’ fees) resulting from any Misstatement or alleged Misstatement, but only to the extent that such untrue

statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein;

provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable

Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds

received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement.

4.1.3 Any person entitled

to indemnification herein shall (a) give prompt written notice to the indemnifying party of any claim with respect to which it seeks

indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder

to the extent such failure has not materially prejudiced the indemnifying party) and (b) permit such indemnifying party to assume

the defense of such claim with counsel reasonably satisfactory to the indemnified party if the indemnifying party provides notice of

such to the indemnified party within 30 calendar days of the indemnifying party’s receipt of notice of such claim. After notice

from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable

to the indemnified party for any other legal expenses except as provided below and except for the reasonable costs of investigation subsequently

incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel

in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless

(i) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (ii) the indemnified

party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties

that are different from or in addition to those available to the indemnifying party, (iii) a conflict or potential conflict exists

(based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying

party will not have the right to direct the defense of such action on behalf of the indemnified party) or (iv) the indemnifying

party has not in fact employed counsel to assume the defense of such action or counsel reasonably satisfactory to the indemnified party,

in each case, within a reasonable time after receiving notice of the commencement of the action; in each of which cases the reasonable

fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that the

indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable

for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction (plus

local counsel) at any one time for all such indemnified party or parties. If such defense is assumed, the indemnifying party shall not

be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably

withheld). No indemnifying party shall, without the consent of the indemnified party, settle or compromise or consent to the entry of

any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 4

(whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent (1) includes an express

and unconditional release of each indemnified party, in form and substance reasonably satisfactory to such indemnified party, from all

liability arising out of such litigation, investigation, proceeding or claim and (2) does not include a statement as to or an admission

of fault, culpability or a failure to act by or on behalf of any indemnified party.

4.1.4 The indemnification

provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified

party or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities.

4.1.5 If the indemnification

provided under Section 4.1 hereof is held by a court of competent jurisdiction to be unavailable or insufficient to hold

harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying

party, in lieu of indemnifying the indemnified party, shall to the extent permitted by law contribute to the amount paid or payable by

the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect

the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative

fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in

question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact,

was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s

and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided,

however, that the liability of any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds

received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses

or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1,

4.1.2 and 4.1.3 above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with

any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection

4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations

referred to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of

the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of

such fraudulent misrepresentation.

ARTICLE V

MISCELLANEOUS

5.1 Notices. Any notice

or communication under this Agreement must be in writing and given by (a) deposit in the United States mail, addressed to the party

to be notified, postage prepaid and registered or certified with return receipt requested, (b) delivery in person or by courier

service providing evidence of delivery, or (c) transmission by hand delivery, electronic mail or facsimile. Each notice or communication

that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received,

in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered

by courier service, hand delivery, electronic mail or facsimile, at such time as it is delivered to the addressee (with the delivery

receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication

under this Agreement must be addressed, if to Pubco, to: 413 W 14th Street, Floor 2, PMB 4633, New York, NY 10014 for the attention of

Gerald Bartholomew Smith, and, if to any Holder, at such Holder’s address or contact information as set forth in Pubco’s

books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties

hereto, and such change of address shall become effective thirty (30) calendar days after delivery of such notice as provided in this

Section 5.1.

5.2 Assignment; No Third

Party Beneficiaries.

5.2.1 This Agreement and

the rights, duties and obligations of Pubco hereunder may not be assigned or delegated by Pubco in whole or in part.

5.2.2 Prior to the expiration

of the applicable Lock-Up Period, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement,

in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only

if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement.

5.2.3 This Agreement and

the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted

assigns of the Holders, which shall include Permitted Transferees.

5.2.4 This Agreement shall

not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement, including

Section 4.1 and Section 5.2 hereof.

5.2.5 No assignment by any

party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate Pubco unless and until

Pubco shall have received (a) written notice of such assignment as provided in Section 5.1 hereof and (b) the written

agreement of the assignee, in a form reasonably satisfactory to Pubco, to be bound by the terms and provisions of this Agreement (which

may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided

in this Section 5.2 shall be null and void.

5.3 Counterparts.

This Agreement may be executed in multiple counterparts (including facsimile, PDF or other electronic counterparts), each of which shall

be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.

5.4 Governing Law; Venue.

NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT (A) THIS

AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS

ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION AND

(B) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE

STATE OF NEW YORK.

5.5 Trial by Jury.

EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED

AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY

APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF,

UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

5.6 Amendments and Modifications.

Upon the written consent of Pubco, the Sponsor and Holders of at least a majority in interest of the Registrable Securities held by all

Specified Holders at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement

may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding

the foregoing, any amendment hereto or waiver hereof that adversely affects either the Sponsor Holders as a group or the Specified Holders

as a group (regardless, in each case, whether the Sponsor Holders or Specified Holders, respectively, are adversely affected (as a group)

to the same extent) shall require the consent of at least (x) a majority-in-interest of the Registrable Securities held by such

Sponsor Holders or (y) each Specified Holder, as applicable, at the time in question so affected; provided, further, that notwithstanding

the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder or group of affiliated Holders, solely in its

capacity as a holder of the shares of capital stock of Pubco, in a manner that is materially different from the other Holders (in such

capacity) shall require the consent of the Holder or group of affiliated Holders so affected. No course of dealing between any Holder

or Pubco and any other party hereto or any failure or delay on the part of a Holder or Pubco in exercising any rights or remedies under

this Agreement shall operate as a waiver of any rights or remedies of any Holder or Pubco. No single or partial exercise of any rights

or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder

or thereunder by such party.

5.7 Other Registration

Rights. Except as set forth on Schedule 5.7 hereto, Pubco represents and warrants that, no person, other than a Holder of Registrable

Securities, has any right to require Pubco to register any securities of Pubco for sale or to include such securities of Pubco in any

Registration filed by Pubco for the sale of securities for its own account or for the account of any other person. Further, Pubco represents

and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and

in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.

5.8 Entire Agreement.

This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all

prior contracts or agreements with respect to the subject matter hereof and the matters addressed or governed hereby, whether oral or

written, including, without limitation, the Original Registration Rights Agreement.

5.9 Term. This Agreement

shall terminate upon the earlier of (a) the tenth anniversary of the date of this Agreement or (b) the date as of which (i) all

of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred

to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter

by the Commission)) or (ii) with respect to any Holder, such Holder ceasing to hold Registrable Securities.

5.10 Termination of Business

Combination Agreement. This Agreement shall be binding upon each party upon such party’s execution and delivery of this Agreement,

but this Agreement shall only become effective upon the Closing. In the event that the Business Combination Agreement is validly terminated

in accordance with its terms prior to the Closing, this Agreement shall automatically terminate and become null and void and be of no

further force or effect, and the parties shall have no obligations hereunder and the provisions of the Original Registration Rights Agreement

shall be automatically reinstated and in effect.

[Signature Page Follows]

WITNESS WHEREOF, the undersigned have caused this Amended and Restated Registration Rights Agreement to be executed as of

the date first written above.

MOUNTAIN

LAKE ACQUISITION CORP.

By:

/s/ Mr. Paul Grinberg

Name:

Paul Grinberg

Title

Chief Executive Officer

[Signature page to

Amended and Restated Registration Rights Agreement]

WITNESS WHEREOF, the undersigned have caused this Amended and Restated Registration Rights Agreement to be executed as of

the date first written above.

AVALANCHE

TREASURY CORPORATION

By:

/s/ Gerald Bartholomew Smith

Name:

Gerald Bartholomew Smith

Title

President and Chief Executive

Officer

[Signature page to

Amended and Restated Registration Rights Agreement]

WITNESS WHEREOF, the undersigned have caused this Amended and Restated Registration Rights Agreement to be executed as of

the date first written above.

SPECIFIED

HOLDERS:

AVALANCHE

CAYMAN

By:

/s/ Aaron

Unterman

Name:

Aaron Unterman

Title:

Director

AVALANCHE

(BVI), INC.

By:

/s/ Aaron

Unterman

Name:

Aaron Unterman

Title:

Director

DRAGONFLY

DIGITAL MANAGEMENT, LLC

By:

/s/ Haseeb

Ahmad Qureshi

Name:

Haseeb Ahmad Qureshi

Title

Managing Partner

DRAGONFLY

VENTURES L.P., acting by its General Partner Dragonfly GP LLC

By:

/s/ Haseeb Ahmad Qureshi

Name:

Haseeb Ahmad Qureshi

Title

Manager

DRAGONFLY

VENTURES II, L.P., acting by its General Partner Dragonfly GP

II, LLC

By:

/s/ Haseeb

Ahmad Qureshi

Name:

Haseeb Ahmad Qureshi

Title

Manager

ASTRAL HORIZON,

L.P., acting by its General Partner Astral Horizon GP, LLC

By:

/s/ Haseeb Ahmad Qureshi

Name:

Haseeb Ahmad Qureshi

Title

Manager

[Signature page to

Amended and Restated Registration Rights Agreement]

WITNESS WHEREOF, the undersigned have caused this Amended and Restated Registration Rights Agreement to be executed as of

the date first written above.

OTHER HOLDERS:

MOUNTAIN

LAKE ACQUISITION SPONSOR LLC

By:

/s/ Mr. Paul Grinberg

Name:

Paul Grinberg

Title

Chief Executive Officer

BTIG, LLC

By:

/s/ Andrew Maller

Name:

Andrew Maller

Title

Managing Director

PAUL GRINBERG

By:

/s/ Mr. Paul Grinberg

DOUGLAS

HORLICK

By:

/s/ Douglas horlick

JEFFREY

T. LAGER

By:

/s/ Mr. Jeffrey Lager

MICHAEL

MARQUEZ

By:

/s/ Mr. Michael Marquez

JAIME W.

VIESER

By:

/s/ Jaime Vieser

JOHN NORTON

By:

/s/ John Norton

SPAC SPONSOR CAPITAL ACCESS

By:

/s/ Mr. Lee Robinson

Name: Lee Robinson

Title:   Director

[Signature page to Amended and Restated

Registration Rights Agreement]

EX-10.17 — EXHIBIT 10.17

EX-10.17

Filename: tm2615904d7_ex10-17.htm · Sequence: 6

Exhibit 10.17

CERTAIN IDENTIFIED INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT, BECAUSE IT IS (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT

TREATS AS PRIVATE OR CONFIDENTIAL. “[***]” INDICATES THAT INFORMATION HAS BEEN REDACTED.

ESCROW AGREEMENT

This ESCROW AGREEMENT (this

“Agreement”) is made as of June 11th, 2026, by and among Paul Grinberg and Douglas Horlick,

as representatives of the Sponsor Transferees (as defined below) (collectively, the “Representatives”,

and each individually, a “Representative”), Avalanche Treasury Corporation, a Delaware corporation (“Pubco”),

Dragonfly Digital Management, LLC, a Delaware limited liability company (the “Seller”), and Continental Stock

Transfer & Trust Company, a New York corporation (the “Escrow Agent”).

WITNESSETH:

WHEREAS, on October 1,

2025, Mountain Lake Acquisition Sponsor LLC, a Delaware limited liability company (“Sponsor”), Pubco and Mountain

Lake Acquisition Corp., a Cayman Islands exempted company (“SPAC”) entered into that certain Sponsor Support

Agreement (the “Sponsor Support Agreement”);

WHEREAS, on June 1,

2026, Sponsor transferred all of its Class B ordinary shares, par value $0.0001 per share, of SPAC, other than those to be forfeited

on the date hereof pursuant to Section 6(b) of the Sponsor Support Agreement, (the “Founder Shares”)

to certain permitted transferees of Sponsor listed under Annex A (the “Sponsor Transferees”) pursuant

to, and in accordance with, Section 12(h) of the Sponsor Support Agreement and, concurrently therewith pursuant to that certain

letter agreement, dated June 1, 2026, by and among the Sponsor, the Sponsor Transferees and the Representatives, the Sponsor Transferees

appointed the Representatives as their representative for the purposes of this Agreement;

WHEREAS, pursuant

to inter alia Section 7(a) of the Sponsor Support Agreement, on the date hereof and simultaneously with the execution of this

Agreement, the Sponsor Transferees have agreed to deposit, and simultaneously with the execution of this Agreement deposit, an aggregate

of 1,600,000 shares of Class A common stock, par value $0.01 per share, of Pubco in uncertificated book-entry form (the “Sponsor

Earnout Shares”) that the Sponsor Transferees collectively received in exchange for their Founder Shares, into the Escrow

Account (as defined below); and

WHEREAS, the parties

hereto have agreed to enter into this Agreement governing the establishment, the holding, and the release of the Escrow Account on the

terms and subject to the conditions hereinafter set forth, whereby the Sponsor Transferees transfer, or will transfer, (as the case may

be) to the Escrow Agent, and the Escrow Agent will hold, (i) all the Sponsor Earnout Shares as well as (ii) any additional

equity securities in Pubco issued to the Sponsor Transferees as an adjustment of the Sponsor Earnout Shares for stock splits, reverse

stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change

or transaction with respect to the shares of Class A common stock of Pubco occurring on or after the date hereof (the “Escrow

Adjustment Shares”).

NOW, THEREFORE, in consideration

of the premises and mutual covenants herein contained, the parties hereto hereby agree as follows:

1.            Recitals

and Exhibits. The recitals to this Agreement as well as the Exhibits, and the Annexes attached to this Agreement are incorporated

by reference herein and made a part hereof.

2.            Appointment.

Pubco, the Seller, and the Representatives jointly appoint the Escrow Agent as their escrow agent for the purposes of this Agreement,

and the Escrow Agent hereby accepts such appointment and agrees to act as escrow agent in accordance with the terms and conditions set

forth under this Agreement.

3.            Establishment

of the Escrow Account. The Escrow Agent shall establish and maintain for the entire duration of this Agreement a separate and distinct

securities account (the “Escrow Account”).

4.            Deposits

to and administration of the Escrow Account.

4.1.            The

Sponsor Transferees shall deliver to the Escrow Agent the Sponsor Earnout Shares and any Escrow Adjustment Shares as follows:

(a)            at

the date hereof, simultaneously with the execution of this Agreement and the issuance of the Sponsor Earnout Shares, all the Sponsor

Earnout Shares are transferred to the Escrow Account ; and

(b)            immediately

after the issuance of any Escrow Adjustment Shares to the Sponsor Transferees, the Representatives shall cause the Sponsor Transferees

to transfer to the Escrow Account all such newly issued Escrow Adjustment Shares,

(the Sponsor Earnout Shares and any

Escrow Adjustment Shares deposited in the Escrow Account from time to time, the “Escrowed Shares”) and the

Escrow Agent shall hold in the Escrow Account all the Escrowed Shares. During the term of this Agreement, the Escrow Agent shall not

sell, transfer, dispose of, lend or otherwise subject to a lien any of the Escrowed Shares except until and to the extent that they are

released in accordance with Section 5.

4.2.            Promptly

upon receipt of the Sponsor Earnout Shares and any Escrow Adjustment Shares, the Escrow Agent shall acknowledge receipt of such shares.

The Sponsor Earnout Shares and any Escrow Adjustment Shares shall not be deemed deposited in the Escrow Account until the Escrow Agent

has issued to the Representatives written confirmation of the deposit of such shares.

4.3.            The

Escrow Agent shall timely send to each of Pubco, the Seller, and the Representatives, upon written request, account statements reflecting

activity in the Escrow Account in respect of a specific period as well as such additional information as reasonably requested by each

of Pubco, the Seller, and the Representatives from time to time.

4.4.            At

any time a corporate right (including the right to vote, if any) pertaining to any Escrowed Share is to be exercised, the Escrow Agent

shall (a) deliver a written notice to each of the Representatives and the Seller no later than fifteen (15) Business Days prior

to the relevant exercise date, specifying the nature of such corporate right and the applicable deadline for its exercise; and (b) exercise

such corporate right in accordance with a written instruction jointly delivered by the Representatives and the Seller, provided that,

in the event the Escrow Agent has not received any joint written instruction from the Representatives and the Seller by the second (2nd)

Business Day preceding the relevant exercise date, the Escrow Agent shall not exercise such corporate right.

4.5.            In

the event that Pubco pays any cash amount with reference to, or otherwise distributes cash in respect of, outstanding shares of class

A common stock of Pubco, including, without limitation, cash dividends (each, a “Cash Distribution”), the following

shall apply:

(a)            the

Escrow Agent shall not request, claim, or collect any Cash Distributions attributable to the Escrowed Shares and shall promptly designate

and code the Escrow Account as “do not pay” (or such substantially similar designation as may be used in the Escrow

Agent’s systems of record) in respect thereto; and

(b)            Pubco

shall (i) retain any Cash Distributions attributable to the Escrowed Shares, which shall not bear or accrue interest of any kind,

into a segregated account of Pubco for the benefit of the Party to which said amounts are to be released under this letter (b)(ii) and

not sell, transfer, dispose of, loan or otherwise create any liens over, said amounts other than in accordance with letter (b)(ii), and

(ii) disburse any Cash Distributions attributable to the Escrowed Shares in the context of any (partial or total) release of the

Escrowed Shares as follows: (x) in case of any release of the Escrowed Shares to the Sponsor Transferees and within ten (10) Business

Days from such release, Pubco shall disburse to the Sponsor Transferees any Cash Distributions attributable to the Escrowed Shares so

released to the Sponsor Transferees, and (y) in case of any release of the Escrowed Shares to Pubco and on the date of such release,

Pubco will definitively acquire any Cash Distributions attributable to the Escrowed Shares so released to Pubco,

all the above in derogation of any applicable

statute of limitation to the maximum extent permitted under applicable laws.

5.            Release

from the Escrow Account.

5.1.            Pubco,

the Seller, and the Representatives shall act in accordance with, and the Escrow Agent shall release the Escrowed Shares from the Escrow

Account as provided in, the following provisions:

(a)            Upon

receipt of a Joint Release Instruction, the Escrow Agent shall promptly, but in any event within two (2) Business Days after receipt

of a Joint Release Instruction, transfer all or part of the Escrowed Shares to Pubco or the Sponsor Transferees in accordance with such

Joint Release Instruction.

(b)            Upon

receipt by the Escrow Agent of a Final Determination from the Seller or the Representatives, the Escrow Agent shall within five (5) Business

Days following receipt of such Final Determination, transfer to Pubco or the Sponsor Transferees all or part of the Escrowed Shares in

accordance with such Final Determination.

transfers of any part of the Escrowed Shares shall be made as set forth in the Joint Release Instruction or Final Determination, as applicable,

in accordance with the provisions of the applicable laws as well as Pubco’s charter and by-laws.

(d)            Any

instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer of shares held in the Escrow Account,

under the terms of this Agreement must be in writing, executed by the Representatives and/or the Seller (as the case may be) as evidenced

by the signatures of the person or persons set forth on Exhibit B-1 and Exhibit B-2 annexed hereto (the “Authorized

Representatives”) and delivered to the Escrow Agent attached to an email received on a Business Day at the email address

set forth in Section 13. In the event a Joint Release Instruction or Final Determination is delivered to the Escrow Agent,

the Escrow Agent is authorized to seek confirmation of such instruction by telephone call back to the persons designated in Exhibit B-1

and/or Exhibit B-2 annexed hereto (the “Call Back Authorized Individuals”), and the Escrow

Agent may reasonably rely upon the confirmations of anyone purporting to be a Call Back Authorized Individual. To assure accuracy of

the instructions it receives, the Escrow Agent may record such call backs in accordance with applicable law. If the Escrow Agent is unable

to verify the instructions, or is not satisfied with the verification it receives, it will (A) not execute the instruction, (B) maintain

and keep safe all Escrowed Shares until all such issues have been resolved to its reasonable satisfaction and (C) promptly notify

each party hereto in writing of such inability to verify or such non-satisfaction, as applicable. The persons and telephone numbers for

call backs may be changed only in writing (with .pdf delivery by email being acceptable), executed by an Authorized Representative of

the applicable party hereto, actually received and acknowledged by the Escrow Agent.

(e)            Upon

release in full of the Escrowed Shares pursuant to the terms of this Section 5, the Escrow Agent shall be relieved of further

obligations and released from all liability under this Agreement. It is expressly agreed and understood that in no event shall the aggregate

amount of shares to be released by the Escrow Agent exceed the Escrowed Shares.

5.2.            If

the Escrow Agent releases any shares to a party hereto and subsequently determines, in its discretion (which shall be exercised in good

faith), that such release (or any portion of them) was made in error, the relevant party hereto shall, upon notice, promptly return the

erroneous transfer. Any such erroneous transfer by the Escrow Agent, and the party’s return thereof to the Escrow Agent, shall

not affect any obligation or right of either the Escrow Agent or the other parties hereto. Each of the Seller, the Representatives, and

Pubco agrees not to assert discharge for value, bona fide payee, or any similar doctrine as a defense to the Escrow Agent’s recovery

of any erroneous transfer.

5.3.            For

the purposes of this Section 5, the following capitalized terms shall have the following meanings.

(a)            “Business

Day” means any day that is not a Saturday, a Sunday or other day on which commercial banks are not required or authorized

by law to be closed in New York City, State of New York (United States).

(b)            “Final

Determination” means a final, binding and non-appealable order of any court of competent jurisdiction determining the rights

of Pubco or the Sponsor Transferees with respect to the Escrowed Shares (or any portion thereof) under Section 7 of the Sponsor

Support Agreement, which may be issued, together with (A) a certificate of the prevailing party hereto to the effect that such order

is final and non-appealable and from a court of competent jurisdiction having proper authority and (B) the written payment instructions

of the prevailing party hereto to effectuate such order, in each case executed by an Authorized Representative.

Release Instruction” means the joint written instruction, in substantially the form of Exhibit C annexed hereto,

executed by an Authorized Representative of each of the Seller and the Representatives directing the Escrow Agent to release all, or

a portion of, the Escrowed Shares, as applicable.

(d)            “Person”

means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint

venture, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof.

6.            Tax

Matters.

6.1.            Except

as otherwise agreed by the parties, the Sponsor Transferees, each of them as detailed under the Annex A to this Agreement, shall

be treated as the owners of the Escrowed Shares for all tax purposes and the Representatives shall, and cause the Sponsor Transferees

to, comply with all tax reporting and withholding obligations consistent with such treatment. Accordingly, the Representatives agree

to cause the Sponsor Transferees to include in their respective taxable income, for the calendar year in which earned, any interest,

dividend or other income earned on the Escrowed Shares owned by each of them as detailed under the Annex A to this Agreement.

6.2.            To

the extent required by applicable law, the Representatives shall, or cause the Transferees to, provide the Escrow Agent with a certified

tax identification number by signing and returning a properly completed Form W-9 (or an appropriate Form W-8, as applicable)

to the Escrow Agent prior to the date on which any dividend or other distribution is paid or made in respect of Escrowed Shares or other

income earned on the Escrowed Shares. The Representiaves understand that, in the event the Sponsor Transferees’ tax identification

number(s) is(are) not certified to the Escrow Agent, applicable law may require withholding of a portion of any interest, dividend,

or other income earned on the Escrowed Shares.

6.3.            The

Escrow Agent is hereby authorized and instructed to comply with all requirements under applicable law, including those relating to missing

taxpayer identification numbers, and to file any appropriate reports with the applicable taxing authorities, including the Internal Revenue

Service, with respect to any payment made by the Escrow Agent hereunder and any earnings on the Escrowed Shares. The Escrow Agent shall

be entitled to deduct and withhold from amounts otherwise payable to the Sponsor Transferees such amounts as the Escrow Agent is required

to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or non-U.S. tax law. If

the Escrow Agent so withholds any amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the

Sponsor Transferees. The Escrow Agent shall timely pay over any amounts so deducted or withheld to the applicable taxing authority.

7.            Rights,

Duties, and Responsibilities of Escrow Agent. It is understood and agreed that the duties of the Escrow Agent are purely ministerial

in nature, and that:

7.1.            Save

for the provisions of Section 5.1, the Escrow Agent shall (a) be entitled to rely upon the accuracy, act in reliance

upon the contents, and assume the genuineness of any notice, instruction, certificate, signature, instrument or other document which

is given to the Escrow Agent pursuant to this Agreement without the necessity of the Escrow Agent verifying the truth or accuracy thereof,

and (b) not be obligated to make any inquiry as to the authority, capacity, existence or identity of any person purporting to give

any such notice or instructions or to execute any such certificate, instrument or other document.

7.2.            If

the Escrow Agent is uncertain as to its duties or rights hereunder or shall receive instructions with respect to the Escrow Account which,

in its sole determination, are in conflict either with other instructions received by it or with any provision of this Agreement, it

shall be entitled to hold the Escrowed Shares, or a portion thereof, in the Escrow Account pending the resolution of such uncertainty

to the Escrow Agent’s sole satisfaction, by final judgment of a court or courts of competent jurisdiction or otherwise.

7.3.            The

Escrow Agent shall not be liable for any action taken or omitted hereunder, or for the misconduct of any employee, agent or attorney

appointed by it, except in the case of the Escrow Agent’s or such employee’s, agent’s or attorney’s fraud, willful

misconduct or gross negligence. The Escrow Agent shall be entitled to consult with counsel of its own choosing in the event of any dispute

or question as to the meaning or construction of any of the provisions hereof or its duties hereunder.

7.4.            The

Escrow Agent shall have no responsibility at any time to file any financing statement under the Uniform Commercial Code with respect

to the Escrowed Shares or any part thereof.

8.            Amendment;

Resignation or Removal of Escrow Agent. This Agreement may be altered or amended only with the written consent of all parties hereto.

The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving written notice of such resignation to the

Representatives, the Seller and Pubco specifying a date when such resignation shall take effect and upon delivery of the Escrowed Shares

to the successor escrow agent designated by the Representatives, the Seller and Pubco in writing. Such successor escrow agent shall become

the Escrow Agent hereunder upon the resignation date specified in such notice. If the Representatives, the Seller and Pubco fail to jointly

designate a successor escrow agent within thirty (30) days after receipt of such notice, then the Escrow Agent shall promptly release

the Escrowed Shares to Pubco, without interest thereon or deduction. The Escrow Agent shall continue to serve until its successor accepts

the escrow and receives the Escrowed Shares. The Representatives, the Seller and Pubco shall have the right at any time, with or without

cause, to jointly remove the Escrow Agent and substitute a new escrow agent by giving written notice thereof to the Escrow Agent then

acting. Upon its resignation and delivery of the Escrowed Shares as set forth in this Section 8, the Escrow Agent shall be

discharged of and from any and all further obligations arising in connection with the escrow contemplated by this Agreement. Without

limiting the provisions of Section 10, the resigning Escrow Agent shall be entitled to be reimbursed by the Representatives,

the Seller and/or Pubco, as applicable, for any reasonable and documented expenses incurred in connection with its resignation and the

transfer of the Escrowed Shares pursuant to this Section 8.

9.            Fees

and Expenses.

9.1.            The

Escrow Agent shall be entitled to the Escrow Agent Fees set forth on the information sheet attached to this Agreement as Exhibit A

(the “Information Sheet”), payable by Pubco. The Escrow Agent Fees agreed upon for the services to be rendered

hereunder are intended as full compensation for the Escrow Agent services as contemplated by this Agreement.

9.2.            Without

prejudice to Section 9.1, each party hereto will pay its own costs and expenses (including legal fees) related to the negotiation,

execution, delivery, and performance of this Agreement.

10.            Indemnification

and Contribution.

10.1.            Subject

to Section 18, each of the Representatives, the Seller, and Pubco (collectively, “Indemnitors”),

severally and not jointly, hereby agrees to indemnify the Escrow Agent and its officers, directors, and employees (collectively, the

“Indemnitees”) against, and hold them harmless of and from, any and all loss, liability, cost, damage and expense,

including reasonable and documented counsel fees, which the Indemnitees may suffer or incur by reason of any action, claim or proceeding

brought against the Indemnitees arising out of or relating in any way to this Agreement or in connection with the Escrow Agent’s

carrying out its duties hereunder, unless such action, claim or proceeding is the result of the fraud, willful misconduct or gross negligence

of the Indemnitees.

10.2.            Subject

to Section 18, if the indemnification provided for in Section 10.1 is applicable, but for any reason is held

to be unavailable, the Indemnitors shall contribute such amounts as are just and equitable to pay, or to reimburse the Indemnitees for,

the aggregate of any and all losses, liabilities, costs, damages and expenses, including reasonable and documented counsel fees, actually

incurred by the Indemnitees as a result of or in connection with, and any amount paid in settlement of, any action, claim or proceeding

arising out of or relating in any way to any actions or omissions of the Indemnitors, in each case, unless such action, claim or proceeding

is the result of the fraud, willful misconduct or gross negligence of any of the Indemnitees.

10.3.            The

provisions of this Section 10 shall survive any termination of this Agreement, whether by release of the Escrowed Shares,

resignation of the Escrow Agent or otherwise.

11.            Termination

of Agreement. This Agreement shall terminate and be of no further force or effect upon the final release of the Escrowed Shares pursuant

to Section 5.1, provided that the provisions of Section 10 and Section 18 shall survive the

termination hereof.

12.            Governing

Law and Assignment. This Agreement shall be construed in accordance with and governed by the laws of the State of New York, without

regard to the conflicts of laws principles thereof, and shall be binding, upon the parties hereto and their respective successors and

assigns; provided, however, that any assignment or transfer by any party hereto of its rights under this Agreement or with respect

to the Escrowed Shares shall be void as against the Escrow Agent unless (a) written notice thereof shall be given to the Escrow

Agent and the other parties hereto; and (b) the Escrow Agent and the other parties hereto shall have consented in writing to such

assignment or transfer.

13.            Notices.

All notices, requests, demands and other communications required under this Agreement shall be in writing, in English, and shall be deemed

to have been duly given if delivered by registered or certified mail, return receipt requested, or by hand delivery with receipt acknowledged,

or by the Express Mail service offered by the United States Postal Service or by email to the following addresses:

-          if

to the Representatives:

at the addresses set forth on the Information

Sheet,

with copies to (which shall not constitute

notice):

Ellenoff Grossman & Schole

LLP

1345 Avenue of the Americas, 11th

Floor

New York City, State of New York 10105

USA

Attention:

Stuart Neuhauser, Esq. and Lloyd N. Steele, Esq. (emails: [***]; [***])

-          if

to the Seller and/or Pubco:

at their respective addresses set forth

on the Information Sheet

with copies to (which shall not constitute

notice):

Skadden, Arps, Slate, Meagher &

Flom (UK) LLP

22 Bishopsgate

EC2N 4BQ – London

United Kingdom

Attention: Lorenzo Corte, and Georgian

Dimopoulos (emails:[***]; [***])

-          if

to the Escrow Agent:

Continental Stock Transfer &

Trust Company

1 State Street, 30th Floor

New York City, State of New York 10004

USA

Attention: the Trust Department (Leicia

Savinetti; [***])

with copies to (which shall not constitute

notice)

the Compliance department ([***]).

14.            Severability.

If any provision of this Agreement or the application thereof to any person or circumstance shall be determined to be invalid or unenforceable,

the remaining provisions of this Agreement or the application of such provision to persons or circumstances other than those to which

it is held invalid or unenforceable shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted

by law.

15.            Entire

Agreement. This Agreement constitutes the entire agreement among the Representatives, Pubco, the Seller and the Escrow Agent with

respect to the subject matter hereof and supersedes all prior agreements and understandings (written or oral) of the parties in connection

therewith.

16.            Interpretation.

Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of

this Agreement. In this Agreement, unless the context otherwise requires: (a) any pronoun shall include the corresponding masculine,

feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (b) “including”

(and with correlative meaning “include”) shall be deemed in each case to be followed by the words “without

limitation”; and (c) the words “herein,” “hereto,” and “hereby”

and other words of similar import shall be deemed in each case to refer to this Agreement as a whole and not to any particular section

or other subdivision of this Agreement. The parties have participated jointly in the negotiation and drafting of this Agreement. Consequently,

in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by

the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship

of any provision of this Agreement.

17.            Confidentiality.

The Escrow Agent agrees that it will treat in confidence any and all information, in any form or medium, whether in oral, written, photographic

or graphic form, electronically stored or otherwise, concerning or relating to either of the Seller, the Representatives, and Pubco and

its respective affiliates in connection with the execution and delivery of this Agreement and the consummation of the business combination

transaction in the context of which this Agreement is entered into (whether obtained before or after the date of this Agreement and whether

prepared by a party hereto, its representatives or otherwise, and irrespective of the form or means of communication and whether it is

labeled or otherwise identified as confidential, the “Confidential Information”). The Escrow Agent shall not

be held liable for any disclosure of Confidential Information that is required by applicable law or regulation (the “Disclosure

Obligation”), provided, however, that the Escrow Agent shall provide all the other interested parties hereto with

prompt written notice of any such requirement so that the other interested parties hereto have an opportunity to seek a protective order

or other appropriate remedy at their expense or waive compliance with the provisions of this Agreement. If the other interested parties

hereto waive compliance with the provisions of this Agreement with respect to a Disclosure Obligation, the Escrow Agent shall disclose

only that portion of the Confidential Information that is covered by such waiver and which is reasonably necessary to disclose in order

to comply with such Disclosure Obligation.

18.            Waiver

Against Trust. The Escrow Agent understands that, as described in the final prospectus of SPAC, dated as of December 12, 2024

and filed with the Securities and Exchange Commission (File No. 333- 281410) on December 13, 2024 (the “Prospectus”),

SPAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering

(the “IPO”) and the over-allotment shares acquired by its underwriters and from certain private placements

occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s public shareholders,

and that SPAC may disburse monies from the Trust Account only upon certain specific circumstances as described in the Prospectus. For

and in consideration of the Representatives entering into this Agreement, and for other good and valuable consideration, the receipt

and sufficiency of which is hereby acknowledged, the Escrow Agent hereby agrees on behalf of itself and its affiliates that, notwithstanding

anything to the contrary in this Agreement, neither the Escrow Agent nor its affiliates do now or shall at any time hereafter have any

right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or any claim against

the Trust Account (including any distributions therefrom) for any matter, and regardless of whether such claim arises based on contract,

tort, equity or any other theory of legal liability (collectively, “Claims”). The Escrow Agent on behalf of

itself and its affiliates hereby irrevocably waives any Claims that the Escrow Agent or its affiliates may have against the Trust Account

(including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements

with SPAC or its affiliates or their respective agents or representatives and will not seek recourse against the Trust Account (including

any distributions therefrom) for any reason whatsoever. The Escrow Agent agrees and acknowledges that such irrevocable waiver is material

to this Agreement and specifically relied upon by SPAC and its affiliates to induce Pubco to enter into this Agreement, and the Escrow

Agent further intends and understands such waiver to be valid, binding and enforceable against the Escrow Agent and each of its affiliates

under applicable law. For the avoidance of doubt, any reference in this Section 18 to an affiliate of SPAC prior to its initial

business combination (as such term is used in the Prospectus) will include the Sponsor.

19.            Execution

in Several Counterparts. This Agreement may be executed in several counterparts or by separate instruments and by facsimile transmission

or by electronic mail in “portable document format” (“.pdf”) and all of such counterparts and instruments

shall constitute one agreement, binding on all of the parties hereto.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;

SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the undersigned

have executed this Agreement as of the date first above written.

Escrow Agent:

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

By:

/s/ Leicia Savinetti

Name: Leicia Savinetti

Title: Vice President

Representatives:

/s/ Paul Grinberg

Name: Paul Grinberg

/s/  Doug Horlick

Name: Doug Horlick

Seller:

DRAGONFLY DIGITAL MANAGEMENT, LLC

By:

/s/ Haseeb Ahmad Qureshi

Name: Haseeb Ahmad Qureshi

Title: Managing Partner

Pubco:

avalanche treasury corporation

By:

/s/ Gerald Bartholomew Smith

Name: Gerald Bartholomew Smith

Title: President

[Signature Page to

Escrow Agreement]

EXHIBIT A

ESCROW AGREEMENT INFORMATION

SHEET

1. Representatives:

Name:

Paul Grinberg

Address: [***]

Tax Id #:

[***]

Name:

Doug Horlick

Address: [***]

Tax Id #:

[***]

2. Seller:

Name:

Dragonfly Digital Management, LLC

Address: [***]

Attention: Haseeb Ahmad Qureshi, Sole Managing Member

Tax Id #:

[***]

3. Pubco:

Name:

Avalanche Treasury Corporation

Address: [***]

Attention: Gerald Bartholomew

Smith, Chief Executive Officer

Tax Id #:

[***]

4. Escrowed Shares: Class A common stock of Avalanche Treasury

Corporation, par value $0.01 per share

5. Escrow Agent Fees and Charges: (i) review fee equal to $1,875

and (ii) administration fee equal to $200 per month.

EXHIBIT B-1

CERTIFICATE AS TO

REPRESENTATIVES’ AUTHORIZED SIGNATURES

The specimen signatures

shown below are the specimen signatures of the Representatives. The below listed persons (must list at least two (2) individuals,

if applicable) have also been designated Call Back Authorized Individuals and will be contacted by the Escrow Agent prior to the release

of Escrowed Shares from the Escrow Account.

Name

/ Title / Telephone

Specimen

Signature

Paul Grinberg

/s/ Paul Grinberg

Name

Signature

Title

Phone

Mobile Phone

Douglas Horlick

/s/ Douglas Horlick

Name

Signature

Title

Phone

Mobile Phone

Name

Signature

Title

Telephone

Mobile Phone

EXHIBIT B-2

CERTIFICATE AS TO

SELLER’S AUTHORIZED SIGNATURES

The specimen signatures

shown below are the specimen signatures of the individuals who have been designated as authorized representatives of the Seller and are

authorized to initiate and approve transactions of all types for the Escrow Account established under this Agreement, on behalf of the

Seller. The below listed persons (must list at least two (2) individuals, if applicable) have also been designated Call Back Authorized

Individuals and will be contacted by the Escrow Agent prior to the release of Escrowed Shares from the Escrow Account.

Name

/ Title / Telephone

Specimen

Signature

Haseeb Ahmad Qureshi

/s/ Haseeb Ahmad Qureshi

Name

Signature

Managing Partner

Title

Phone

Mobile Phone

Name

Signature

Title

Phone

Mobile Phone

Name

Signature

Title

Telephone

Mobile Phone

EXHIBIT C

FORM OF JOINT

RELEASE INSTRUCTION

Continental Stock Transfer &

Trust Company

1 State Street, 30th Floor

New York City, State of New York 10004

USA

Attn: the Trust Department (Leicia Savinetti)

Email: [***]

with a copy to the Compliance Department

Email: [***]

Dear [●]:

This

Joint Release Instruction is issued as of [●], 20[●], pursuant to Section 5.1(a) of the Escrow Agreement, dated

as of June ___th, 2026 (the “Escrow Agreement”), by and among Paul Grinberg and Douglas Horlick

(as the representatives of the Sponsor Transferees), Avalanche Treasury Corporation, a Delaware corporation, Dragonfly Digital Management,

LLC, a Delaware limited liability company, and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow

Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Escrow Agreement.

The

undersigned parties to this Joint Release Instruction jointly instruct the Escrow Agent to transfer no. [•] Escrowed Shares out

of the Escrow Account to [Insert transfer instructions].

Each

of the undersigned hereby represents and warrants that it has been authorized to execute this Joint Release Instruction. This Joint Release

Instruction may be executed in counterparts, each of which when executed and delivered shall be deemed an original, and all of which,

taken together, shall constitute the same document. This Joint Release Instruction may be executed by transfer of an originally signed

document by email in “.pdf” format, or other electronic means (including “.pdf” or any electronic

signature), each of which will be as fully binding as an original document.

[Remainder of this

page intentionally left blank]

Name: Paul Grinberg

Name: Douglas Horlick

Dragonfly Digital Management, LLC

By:

Name:

Title:

Annex A

Sponsor Transferees

Name

of Person/Entity

Address

Number

Escrowed Shares

Paul

Grinberg

[***]

273,149

Douglas

Horlick

[***]

273,149

Jaime

Vieser

[***]

273,149

John

Norton

[***]

735,480

SPAC

Sponsor Capital

[***]

34,659

Michael

Marquez

[***]

5,207

Jeffrey

Lager

[***]

5,207

Total

1,600,000

EX-10.18 — EXHIBIT 10.18

EX-10.18

Filename: tm2615904d7_ex10-18.htm · Sequence: 7

Exhibit 10.18

CERTAIN IDENTIFIED INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT, BECAUSE IT IS (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT

TREATS AS PRIVATE OR CONFIDENTIAL. “[***]” INDICATES THAT INFORMATION HAS BEEN REDACTED.

ESCROW AGREEMENT

This ESCROW AGREEMENT (this

“Agreement”) is made as of June 11th, 2026, by and among Astral Horizon, L.P., a Delaware

limited partnership (“Astral”), Avalanche Treasury Corporation, a Delaware corporation (“Pubco”),

Dragonfly Digital Management, LLC, a Delaware limited liability company (the “Seller”), and Continental Stock

Transfer & Trust Company, a New York corporation (the “Escrow Agent”).

WITNESSETH:

WHEREAS, on the date

hereof and simultaneously with the execution of this Agreement, Astral receives 2,000,000 shares of class A common stock, par value $0.01

per share, of Pubco in uncertificated book-entry form (the “Astral Earnout Shares”) which are deposited in the

Escrow Account (as defined below).

WHEREAS, the parties

hereto have agreed to enter into this Agreement governing the establishment, the holding, and the release of the Escrow Account on the

terms and subject to the conditions hereinafter set forth, whereby Astral transfers, or will transfer, (as the case may be) to the Escrow

Agent, and the Escrow Agent will hold, (i) all the Astral Earnout Shares as well as (ii) any additional equity securities in

Pubco issued to Astral as an adjustment of the Astral Earnout Shares for stock splits, reverse stock splits, stock dividends, reorganizations,

recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to the shares of

class A common stock of Pubco occurring on or after the date hereof (the “Escrow Adjustment Shares”).

NOW, THEREFORE, in consideration

of the premises and mutual covenants herein contained, the parties hereto hereby agree as follows:

1.            Recitals

and Exhibits. The recitals to this Agreement and the Exhibits attached to this Agreement are incorporated by reference herein and

made a part hereof.

2.            Appointment.

Pubco, the Seller, and Astral jointly appoint the Escrow Agent as their escrow agent for the purposes of this Agreement, and the Escrow

Agent hereby accepts such appointment and agrees to act as escrow agent in accordance with the terms and conditions set forth under this

Agreement.

3.            Establishment

of the Escrow Account. The Escrow Agent shall establish and maintain for the entire duration of this Agreement a separate and distinct

securities account (the “Escrow Account”).

4.            Deposits

to and administration of the Escrow Account.

4.1.            Astral

delivers, or will deliver, (as the case may be) to the Escrow Agent the Astral Earnout Shares and any Escrow Adjustment Shares as follows:

(a)            at

the date hereof, simultaneously with the execution of this Agreement and the issuance of the Astral Earnout Shares, all the Astral Earnout

Shares are transferred to the Escrow Account; and

(b)            immediately

after the issuance of any Escrow Adjustment Shares to Astral, all such newly issued Escrow Adjustment Shares shall be transferred to the

Escrow Account,

(the Astral Earnout Shares and any Escrow

Adjustment Shares deposited in the Escrow Account from time to time, the “Escrowed Shares”) and the Escrow Agent

shall hold in the Escrow Account all the Escrowed Shares. During the term of this Agreement, the Escrow Agent shall not sell, transfer,

dispose of, lend or otherwise subject to a lien any of the Escrowed Shares except until and to the extent that they are released in accordance

with Section 5.

4.2.            Promptly

upon receipt of the Astral Earnout Shares and any Escrow Adjustment Shares, the Escrow Agent shall acknowledge receipt of such shares.

The Astral Earnout Shares and any Escrow Adjustment Shares shall not be deemed deposited in the Escrow Account until the Escrow Agent

has issued to Astral written confirmation of the deposit of such shares.

4.3.            The

Escrow Agent shall timely send to each of Pubco, the Seller, and Astral, upon written request, account statements reflecting activity

in the Escrow Account in respect of a specific period as well as such additional information as reasonably requested by each of Pubco,

the Seller, and Astral from time to time.

4.4.            Without

prejudice to Section 4.5, the Escrow Agent shall not, and Astral as well as Pubco shall not require the Escrow Agent to, exercise,

at any time, any corporate right pertaining to any Escrowed Share.

4.5.            In

the event that Pubco pays any cash amount with reference to, or otherwise distributes cash in respect of, outstanding shares of class

A common stock of Pubco, including, without limitation, cash dividends (each, a “Cash Distribution”), the following

shall apply:

(a)            the

Escrow Agent shall not request, claim, or collect any Cash Distributions attributable to the Escrowed Shares and shall promptly designate

and code the Escrow Account as “do not pay” (or such substantially similar designation as may be used in the Escrow

Agent’s systems of record) in respect thereto; and

(b)            Pubco

shall (i) retain any Cash Distributions attributable to the Escrowed Shares, which shall not bear or accrue interest of any kind,

into a segregated account of Pubco for the benefit of the Party to which said amounts are to be released under this letter (b)(ii) and

not sell, transfer, dispose of, loan or otherwise create any liens over, said amounts other than in accordance with letter (b)(ii), and

(ii) disburse any Cash Distributions attributable to the Escrowed Shares sin the context of any (partial or total) release of the

Escrowed Shares as follows: (x) in case of any release of the Escrowed Shares to Astral and within ten (10) Business Days from

such release, Pubco shall disburse to Astral any Cash Distributions attributable to the Escrowed Shares so released to Astral, and (y) in

case of any release of the Escrowed Shares to Pubco and on the date of such release, Pubco will definitively acquire any Cash Distributions

attributable to the Escrowed Shares so released to Pubco,

all the above in derogation of any applicable

statute of limitation to the maximum extent permitted under applicable laws.

5.            Release

from the Escrow Account.

5.1.            Pubco,

the Seller, and Astral shall act in accordance with, and the Escrow Agent shall release the Escrowed Shares from the Escrow Account as

provided in, the following provisions:

(a)            Upon

receipt of a Joint Release Instruction, the Escrow Agent shall promptly, but in any event within two (2) Business Days after receipt

of a Joint Release Instruction, transfer all or part of the Escrowed Shares to Pubco or Astral in accordance with such Joint Release Instruction.

(b)            Upon

receipt by the Escrow Agent of a Final Determination from Pubco or Astral, the Escrow Agent shall within five (5) Business Days following

receipt of such Final Determination, transfer to Pubco or Astral all or part of the Escrowed Shares in accordance with such Final Determination.

transfers of any part of the Escrowed Shares shall be made as set forth in the Joint Release Instruction or Final Determination, as applicable,

in accordance with the provisions of the applicable laws as well as Pubco’s charter and by-laws.

(d)            Any

instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer of shares held in the Escrow Account,

under the terms of this Agreement must be in writing, executed by Astral and/or Pubco (as the case may be) as evidenced by the signatures

of the person or persons set forth on Exhibit B-1 and Exhibit B-2 annexed hereto (the “Authorized

Representatives”) and delivered to the Escrow Agent attached to an e-mail received on a Business Day at the e-mail address

set forth in Section 13. In the event a Joint Release Instruction or Final Determination is delivered to the Escrow Agent,

the Escrow Agent is authorized to seek confirmation of such instruction by telephone call back to the persons designated in Exhibit B-1

and/or Exhibit B-2 annexed hereto (the “Call Back Authorized Individuals”), and the Escrow

Agent may reasonably rely upon the confirmations of anyone purporting to be a Call Back Authorized Individual. To assure accuracy of the

instructions it receives, the Escrow Agent may record such call backs in accordance with applicable law. If the Escrow Agent is unable

to verify the instructions, or is not satisfied with the verification it receives, it will (A) not execute the instruction, (B) maintain

and keep safe all Escrowed Shares until all such issues have been resolved to its reasonable satisfaction and (C) promptly notify

each party hereto in writing of such inability to verify or such non-satisfaction, as applicable. The persons and telephone numbers for

call backs may be changed only in writing (with .pdf delivery by e-mail being acceptable), executed by an Authorized Representative of

the applicable party hereto, actually received and acknowledged by the Escrow Agent.

(e)            Upon

release in full of the Escrowed Shares pursuant to the terms of this Section 5, the Escrow Agent shall be relieved of further

obligations and released from all liability under this Agreement. It is expressly agreed and understood that in no event shall the aggregate

amount of shares to be released by the Escrow Agent exceed the Escrowed Shares.

5.2.            If

the Escrow Agent releases any shares to a party hereto and subsequently determines, in its discretion (which shall be exercised in good

faith), that such release (or any portion of them) was made in error, the relevant party hereto shall, upon notice, promptly return the

erroneous transfer. Any such erroneous transfer by the Escrow Agent, and the party’s return thereof to the Escrow Agent, shall not

affect any obligation or right of either the Escrow Agent or the other parties hereto. Each of the Seller, Astral, and Pubco agrees not

to assert discharge for value, bona fide payee, or any similar doctrine as a defense to the Escrow Agent’s recovery of any erroneous

transfer.

5.3.            For

the purposes of this Section 5, the following capitalized terms shall have the following meanings.

(a)            “Business

Day” means any day that is not a Saturday, a Sunday or other day on which commercial banks are not required or authorized

by law to be closed in New York City, State of New York (United States).

(b)            “Final

Determination” means a final, binding and non-appealable order of any court of competent jurisdiction determining the rights

of Pubco or Astral with respect to the Escrowed Shares (or any portion thereof) under Section 2.8(d) of the Business Combination

Agreement entered into, on October 1, 2025, by and among Mountain Lake Acquisition Corp., Pubco, Avalanche SPAC Merger Sub LLC, Avalanche

Company Merger Sub LLC, Avalanche Treasury Company LLC, the Seller, Dragonfly Ventures L.P., Dragonfly Ventures II, L.P., and Astral as

amended on January 13, 2026 and on March 17, 2026 (the “Business Combination Agreement”), which may

be issued, together with (A) a certificate of the prevailing party hereto to the effect that such order is final and non-appealable

and from a court of competent jurisdiction having proper authority and (B) the written payment instructions of the prevailing party

hereto to effectuate such order, in each case executed by an Authorized Representative.

Release Instruction” means the joint written instruction, in substantially the form of Exhibit C annexed hereto,

executed by an Authorized Representative of each of Pubco and Astral directing the Escrow Agent to release all, or a portion of, the Escrowed

Shares, as applicable.

(d)            “Person”

means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint

venture, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof.

6.            Tax

Matters. The Escrow Agent is hereby authorized and instructed to comply with all requirements under applicable law, including those

relating to missing taxpayer identification numbers, and to file any appropriate reports with the applicable taxing authorities, including

the Internal Revenue Service, with respect to any payment made by the Escrow Agent hereunder and any earnings on the Escrowed Shares.

The Escrow Agent shall be entitled to deduct and withhold from amounts otherwise payable to Astral such amounts as the Escrow Agent is

required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or non-U.S. tax

law. If the Escrow Agent so withholds any amounts, such amounts shall be treated for all purposes of this Agreement as having been paid

to Astral. The Escrow Agent shall timely pay over any amounts so deducted or withheld to the applicable taxing authority.

7.            Rights,

Duties, and Responsibilities of Escrow Agent. It is understood and agreed that the duties of the Escrow Agent are purely ministerial

in nature, and that:

7.1.            Save

for the provisions of Section 5.1, the Escrow Agent shall (a) be entitled to rely upon the accuracy, act in reliance

upon the contents, and assume the genuineness of any notice, instruction, certificate, signature, instrument or other document which is

given to the Escrow Agent pursuant to this Agreement without the necessity of the Escrow Agent verifying the truth or accuracy thereof,

and (b) not be obligated to make any inquiry as to the authority, capacity, existence or identity of any person purporting to give

any such notice or instructions or to execute any such certificate, instrument or other document.

7.2.            If

the Escrow Agent is uncertain as to its duties or rights hereunder or shall receive instructions with respect to the Escrow Account which,

in its sole determination, are in conflict either with other instructions received by it or with any provision of this Agreement, it shall

be entitled to hold the Escrowed Shares, or a portion thereof, in the Escrow Account pending the resolution of such uncertainty to the

Escrow Agent’s sole satisfaction, by final judgment of a court or courts of competent jurisdiction or otherwise.

7.3.            The

Escrow Agent shall not be liable for any action taken or omitted hereunder, or for the misconduct of any employee, agent or attorney appointed

by it, except in the case of the Escrow Agent’s or such employee’s, agent’s or attorney’s fraud, willful misconduct

or gross negligence. The Escrow Agent shall be entitled to consult with counsel of its own choosing in the event of any dispute or question

as to the meaning or construction of any of the provisions hereof or its duties hereunder.

7.4.            The

Escrow Agent shall have no responsibility at any time to file any financing statement under the Uniform Commercial Code with respect to

the Escrowed Shares or any part thereof.

8.            Amendment;

Resignation or Removal of Escrow Agent. This Agreement may be altered or amended only with the written consent of all parties hereto.

The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving written notice of such resignation to Astral,

the Seller and Pubco specifying a date when such resignation shall take effect and upon delivery of the Escrowed Shares to the successor

escrow agent designated by Astral, the Seller and Pubco in writing. Such successor escrow agent shall become the Escrow Agent hereunder

upon the resignation date specified in such notice. The Escrow Agent shall continue to serve until its successor accepts the escrow and

receives the Escrowed Shares. Astral, the Seller and Pubco shall have the right at any time, with or without cause, to jointly remove

the Escrow Agent and substitute a new escrow agent by giving written notice thereof to the Escrow Agent then acting. Upon its resignation

and delivery of the Escrowed Shares as set forth in this Section 8, the Escrow Agent shall be discharged of and from any and

all further obligations arising in connection with the escrow contemplated by this Agreement. Without limiting the provisions of Section 10,

the resigning Escrow Agent shall be entitled to be reimbursed by Astral, the Seller and/or Pubco, as applicable, for any reasonable and

documented expenses incurred in connection with its resignation and the transfer of the Escrowed Shares pursuant to this Section 8.

9.            Fees

and Expenses.

9.1.            The

Escrow Agent shall be entitled to the Escrow Agent Fees set forth on the information sheet attached to this Agreement as Exhibit A

(the “Information Sheet”), payable by Pubco. The Escrow Agent Fees agreed upon for the services to be rendered

hereunder are intended as full compensation for the Escrow Agent services as contemplated by this Agreement.

9.2.            Without

prejudice to Section 9.1, each party hereto will pay its own costs and expenses (including legal fees) related to the negotiation,

execution, delivery, and performance of this Agreement.

10.            Indemnification

and Contribution.

10.1.            Each

of Astral, the Seller, and Pubco (collectively, “Indemnitors”), severally and not jointly, hereby agrees to

indemnify the Escrow Agent and its officers, directors, and employees (collectively, the “Indemnitees”) against,

and hold them harmless of and from, any and all loss, liability, cost, damage and expense, including reasonable and documented counsel

fees, which the Indemnitees may suffer or incur by reason of any action, claim or proceeding brought against the Indemnitees arising out

of or relating in any way to this Agreement or in connection with the Escrow Agent’s carrying out its duties hereunder, unless such

action, claim or proceeding is the result of the fraud, willful misconduct or gross negligence of the Indemnitees.

10.2.            If

the indemnification provided for in Section 10.1 is applicable, but for any reason is held to be unavailable, the Indemnitors

shall contribute such amounts as are just and equitable to pay, or to reimburse the Indemnitees for, the aggregate of any and all losses,

liabilities, costs, damages and expenses, including reasonable and documented counsel fees, actually incurred by the Indemnitees as a

result of or in connection with, and any amount paid in settlement of, any action, claim or proceeding arising out of or relating in any

way to any actions or omissions of the Indemnitors, in each case, unless such action, claim or proceeding is the result of the fraud,

willful misconduct or gross negligence of any of the Indemnitees.

10.3.            The

provisions of this Section 10 shall survive any termination of this Agreement, whether by release of the Escrowed Shares,

resignation of the Escrow Agent or otherwise.

11.            Termination

of Agreement. This Agreement shall terminate and be of no further force or effect upon the final release of the Escrowed Shares pursuant

to Section 5.1, provided that the provisions of Section 10 shall survive the termination hereof.

12.            Governing

Law and Assignment. This Agreement shall be construed in accordance with and governed by the laws of the State of New York, without

regard to the conflicts of laws principles thereof, and shall be binding, upon the parties hereto and their respective successors and

assigns; provided, however, that any assignment or transfer by any party hereto of its rights under this Agreement or with respect

to the Escrowed Shares shall be void as against the Escrow Agent unless (a) written notice thereof shall be given to the Escrow Agent

and the other parties hereto; and (b) the Escrow Agent and the other parties hereto shall have consented in writing to such assignment

or transfer; provided, further, that Astral may - upon prior written notice to the Escrow Agent and the other parties hereto (but

without requiring any party’s consent) and subject to the limitations set forth in the Business Combination Agreement and in the

Lock-up Agreement entered into, on the date hereof, by and among Pubco and Astral - assign or transfer its rights under this Agreement

and its beneficial interest in the Escrowed Shares to (i) any of its affiliates or affiliated funds, (ii) any successor entity

in connection with a reorganization, restructuring or wind-down of Astral or its general partner, or (iii) its limited partners in

connection with a distribution in kind on liquidation.

13.            Notices.

All notices, requests, demands and other communications required under this Agreement shall be in writing, in English, and shall be deemed

to have been duly given if delivered by registered or certified mail, return receipt requested, or by hand delivery with receipt acknowledged,

or by the Express Mail service offered by the United States Postal Service or by email to the following addresses:

if to Astral, the Seller and/or Pubco:

at their respective addresses set forth

on the Information Sheet

with copies to (which shall not constitute

notice):

Skadden, Arps, Slate, Meagher &

Flom (UK) LLP

22 Bishopsgate

EC2N 4BQ – London

United Kingdom

Attention: Lorenzo Corte, and Georgian

Dimopoulos (emails: [***]; [***])

if to the Escrow Agent:

Continental Stock Transfer &

Trust Company

1 State Street, 30th Floor

New York City, State of New York 10004

USA

Attention: the Trust Department (Leicia

Savinetti; [***])

with copies to (which shall not constitute

notice)

the Compliance department ([***]).

14.            Severability.

If any provision of this Agreement or the application thereof to any person or circumstance shall be determined to be invalid or unenforceable,

the remaining provisions of this Agreement or the application of such provision to persons or circumstances other than those to which

it is held invalid or unenforceable shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by

law.

15.            Entire

Agreement. This Agreement constitutes the entire agreement among Astral, Pubco, the Seller and the Escrow Agent with respect to the

subject matter hereof and supersedes all prior agreements and understandings (written or oral) of the parties in connection therewith.

16.            Interpretation.

Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this

Agreement. In this Agreement, unless the context otherwise requires: (a) any pronoun shall include the corresponding masculine, feminine

or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (b) “including”

(and with correlative meaning “include”) shall be deemed in each case to be followed by the words “without

limitation”; and (c) the words “herein,” “hereto,” and “hereby”

and other words of similar import shall be deemed in each case to refer to this Agreement as a whole and not to any particular section

or other subdivision of this Agreement. The parties have participated jointly in the negotiation and drafting of this Agreement. Consequently,

in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the

parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship

of any provision of this Agreement.

17.            Confidentiality.

The Escrow Agent agrees that it will treat in confidence any and all information, in any form or medium, whether in oral, written, photographic

or graphic form, electronically stored or otherwise, concerning or relating to either of the Seller, Astral, and Pubco and its respective

affiliates in connection with the execution and delivery of this Agreement and the consummation of the business combination transaction

in the context of which this Agreement is entered into (whether obtained before or after the date of this Agreement and whether prepared

by a party hereto, its representatives or otherwise, and irrespective of the form or means of communication and whether it is labeled

or otherwise identified as confidential, the “Confidential Information”). The Escrow Agent shall not be held

liable for any disclosure of Confidential Information that is required by applicable law or regulation (the “Disclosure Obligation”),

provided, however, that the Escrow Agent shall provide all the other interested parties hereto with prompt written notice of any

such requirement so that the other interested parties hereto have an opportunity to seek a protective order or other appropriate remedy

at their expense or waive compliance with the provisions of this Agreement. If the other interested parties hereto waive compliance with

the provisions of this Agreement with respect to a Disclosure Obligation, the Escrow Agent shall disclose only that portion of the Confidential

Information that is covered by such waiver and which is reasonably necessary to disclose in order to comply with such Disclosure Obligation

18.            Execution

in Several Counterparts. This Agreement may be executed in several counterparts or by separate instruments and by facsimile transmission

or by electronic mail in “portable document format” (“.pdf”) and all of such counterparts and instruments

shall constitute one agreement, binding on all of the parties hereto.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;

SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the undersigned

have executed this Agreement as of the date first above written.

Escrow Agent:

CONTINENTAL STOCK TRANSFER &

TRUST COMPANY

By:

/s/ Leicia Savinetti

Name:

Leicia Savinetti

Title:

Vice President

Astral:

Astral

Horizon, L.P., acting by its General Partner, Astral

Horizon GP, LLC

By:

/s/ Haseeb Ahmad Qureshi

Name:

Haseeb Ahmad Qureshi

Title:

Manager

Seller:

DRAGONFLY

DIGITAL MANAGEMENT, LLC

By:

/s/ Haseeb Ahmad Qureshi

Name:

Haseeb Ahmad Qureshi

Title:

Managing Partner

Pubco:

avalanche

treasury corporation

By:

/s/ Gerald Bartholomew Smith

Name:

Gerald Bartholomew Smith

Title:

President

[Signature

Page to Escrow Agreement]

EXHIBIT A

ESCROW AGREEMENT INFORMATION

SHEET

1. Astral:

Name:

Astral Horizon, L.P.

Address: [***]

Attention: Haseeb Ahmad Qureshi, Sole Managing Member

Tax Id #: [***]

2. Seller:

Name: Dragonfly Digital Management, LLC

Address: [***]

Attention: Haseeb Ahmad Qureshi, Manager of its General Partner

Tax Id #: [***]

3. Pubco:

Name: Avalanche Treasury Corporation

Address: [***]

Attention: Gerald Bartholomew Smith, Chief Executive Officer

Tax Id #: [***]

4. Escrowed Shares: Class A common stock of Avalanche Treasury Corporation, par value $0.01 per share

5. Escrow Agent Fees and Charges: (i) review fee equal to $1,875 and (ii) administration

fee equal to $200 per month.

EXHIBIT B-1

CERTIFICATE AS TO ASTRAL’S

AUTHORIZED SIGNATURES

The specimen signatures

shown below are the specimen signatures of the individuals who have been designated as authorized representatives of Astral and are authorized

to initiate and approve transactions of all types for the Escrow Account established under this Agreement, on behalf of Astral. The below

listed persons (must list at least two (2) individuals, if applicable) have also been designated Call Back Authorized Individuals

and will be contacted by the Escrow Agent prior to the release of Escrowed Shares from the Escrow Account.

Name / Title / Telephone

Specimen Signature

Haseeb Qureshi

/s/ Haseeb Qureshi

Name

Signature

Managing Partner

Title

[***]

Phone

Mobile Phone

Name

Signature

Title

Phone

Mobile Phone

Name

Signature

Title

Telephone

Mobile Phone

EXHIBIT B-2

CERTIFICATE AS TO PUBCO’S

AUTHORIZED SIGNATURES

The specimen signatures

shown below are the specimen signatures of the individuals who have been designated as authorized representatives of Pubco and are authorized

to initiate and approve transactions of all types for the Escrow Account established under this Agreement, on behalf of Pubco. The below

listed persons (must list at least two (2) individuals, if applicable) have also been designated Call Back Authorized Individuals

and will be contacted by the Escrow Agent prior to the release of Escrowed Shares from the Escrow Account.

Name / Title / Telephone

Specimen Signature

Gerald Bartholomew Smith

/s/ Gerald Bartholomew Smith

Name

Signature

President and Chief Executive Director

Title

[*****]

Phone

Mobile Phone

Sean Ostrower

/s/ Sean Ostrower

Name

Signature

Chief Financial Officer

Title

[*****]

Phone

Mobile Phone

Laine Mihalchick Moljo

/s/Laine Mihalchick Moljo

Name

Signature

Secretary and Chief Operating Officer

Title

[*****]

Telephone

Mobile Phone

EXHIBIT C

FORM OF JOINT

RELEASE INSTRUCTION

Continental Stock Transfer &

Trust Company

1 State Street, 30th Floor

New York City, State of New York 10004

USA

Attn: the Trust Department (Leicia Savinetti)

E-mail: [***]

with a copy to the Compliance Department

E-mail: [***]

Dear [●]:

This

Joint Release Instruction is issued as of [●], 20[●], pursuant to Section 5.1(a) of the Escrow Agreement, dated

as of June 11th, 2026 (the “Escrow Agreement”), by and among Astral Horizon, L.P., a Delaware

limited partnership, Avalanche Treasury Corporation, a Delaware corporation, Dragonfly Digital Management, LLC, a Delaware limited liability

company, and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).

Capitalized terms used but not defined herein shall have the meanings assigned to them in the Escrow Agreement.

The

undersigned parties to this Joint Release Instruction jointly instruct the Escrow Agent to transfer no. [•] Escrowed Shares out

of the Escrow Account to [Insert transfer instructions].

Each

of the undersigned hereby represents and warrants that it has been authorized to execute this Joint Release Instruction. This Joint Release

Instruction may be executed in counterparts, each of which when executed and delivered shall be deemed an original, and all of which,

taken together, shall constitute the same document. This Joint Release Instruction may be executed by transfer of an originally signed

document by e-mail in “.pdf” format, or other electronic means (including “.pdf” or any electronic

signature), each of which will be as fully binding as an original document.

[Remainder of this

page intentionally left blank]

Astral

Horizon, L.P., acting by its General Partner, Astral

Horizon GP, LLC

By:

Name:

Title:

Avalanche

Treasury Corporation

By:

Name:

Title:

EX-14.1 — EXHIBIT 14.1

EX-14.1

Filename: tm2615904d7_ex14-1.htm · Sequence: 8

Exhibit 14.1

CODE OF ETHICS AND BUSINESS CONDUCT

AVALANCHE TREASURY CORPORATION

1. Introduction

The Board of Directors (the “Board”)

of Avalanche Treasury Corporation, a Delaware corporation (the “Corporation”), has adopted this code of ethics

(this “Code”), as amended from time to time by the Board and which is applicable to all of the Corporation’s

directors, officers and employees (to the extent that employees are hired in the future) to:

· promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and

professional relationships;

· promote the full, fair, accurate, timely and understandable disclosure in reports and documents that the Corporation files with, or

submits to, the Securities and Exchange Commission (the “SEC”), as well as in other public communications made

by or on behalf of the Corporation;

· promote compliance with applicable governmental laws, rules and regulations;

· deter wrongdoing; and

· require prompt internal reporting of breaches of, and accountability for adherence to, this Code.

This Code may be amended and modified by the Board.

In this Code, references to the “Corporation” mean Avalanche Treasury Corporation and, in appropriate context, the Corporation’s

subsidiaries, if any.

2. Honest, Ethical and Fair Conduct

Each person owes a duty to the Corporation to act

with integrity. Integrity requires, among other things, being honest, fair and candid. Deceit, dishonesty and subordination of principle

are inconsistent with integrity. Service to the Corporation should never be subordinated to personal gain and advantage.

Each person must:

· act with integrity, including being honest and candid while still maintaining the confidentiality of the Corporation’s information

where required or when in the Corporation’s interests;

· observe all applicable governmental laws, rules and regulations;

· comply with the requirements of applicable accounting and auditing standards, as well as Corporation policies, in order to maintain

a high standard of accuracy and completeness in the Corporation’s financial records and other business-related information and data;

· adhere to a high standard of business ethics and not seek competitive advantage through unlawful or unethical business practices;

· deal fairly with any customers, suppliers, competitors, employees and independent contractors of the Corporation;

· refrain from taking advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material

facts or any other unfair-dealing practice;

· protect the assets of the Corporation and ensure their proper use;

· until the earliest of (i) the Corporation’s initial business combination (as such term is defined in the Corporation’s

initial registration statement on Form S-4 filed with the SEC), (ii) the Corporation’s liquidation, and (iii) such

time that such person ceases to be an officer or director of the Corporation, in each case, to first present to the Corporation for the

Corporation’s consideration, prior to presentation to any other entity, any business opportunity, but only if such opportunity is

suitable for the Corporation, subject to the Corporation’s certificate of incorporation and bylaws, as amended from time to time,

at such time and subject to any other fiduciary, contractual or other obligations such officer or director may have to other entities;

and

· avoid conflicts of interest, wherever possible, except as may be allowed under guidelines or resolutions approved by the Board (or

the appropriate committee of the Board) or as disclosed in the Corporation’s public filings with the SEC. Anything that would be

a conflict for a person subject to this Code also will be a conflict for a member of his or her immediate family or any other close relative.

Examples of conflict of interest situations include, but are not limited to, the following, all of which must be disclosed to the Corporation:

· any significant ownership interest in any target, supplier or customer of the Corporation;

· any consulting or employment relationship with any target, supplier or customer of the Corporation;

· the receipt of any money, non-nominal gifts or excessive entertainment from any entity with which the Corporation has current or prospective

business dealings;

· selling anything to the Corporation or buying anything from the Corporation, except on the same terms and conditions as comparable

officers or directors are permitted to so purchase or sell (and, in the absence of any such comparable officer or director, on the same

terms and conditions as a third party would buy or sell a comparable item in an arm’s-length transaction);

· any other financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the

Corporation; and

· any other circumstance, event, relationship or situation in which the personal interest of a person subject to this Code interferes

— or even appears to interfere — with the interests of the Corporation as a whole.

3. Disclosure

The Corporation strives to ensure that the contents

of and the disclosures in the reports and documents that the Corporation files with the SEC and other public communications shall be full,

fair, accurate, timely and understandable in accordance with applicable disclosure standards, including standards of materiality, where

appropriate. Each person must:

· not knowingly misrepresent, or cause others to misrepresent, facts about the Corporation to others, whether within or outside the

Corporation, including to the Corporation’s independent registered public accountants, governmental regulators, self-regulating

organizations and other governmental officials, as appropriate; and

· in relation to his or her area of responsibility, properly review and critically analyze proposed disclosure for accuracy and completeness.

In addition to the foregoing, the Chairman, Chief

Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) of the Corporation and

each subsidiary of the Corporation, if any, (or persons performing similar functions), and each other person that typically is involved

in the financial reporting of the Corporation must familiarize himself or herself with the disclosure requirements applicable to the Corporation

as well as the business and financial operations of the Corporation.

Each person must promptly bring to the attention

of the Chairman of the Board any information he or she may have concerning (a) significant deficiencies in the design or operation

of internal and/or disclosure controls that could adversely affect the Corporation’s ability to record, process, summarize and report

financial data or (b) any fraud that involves management or other employees who have a significant role in the Corporation’s

financial reporting, disclosures or internal controls.

4. Compliance

It is the Corporation’s obligation and policy

to comply with all applicable governmental laws, rules and regulations. All directors, officers and employees of the Corporation

are expected to understand, respect and comply with all of the laws, regulations, policies and procedures that apply to them in their

positions with the Corporation. Employees are responsible for talking to their supervisors to determine which laws, regulations and Corporation

policies apply to their position and what training is necessary to understand and comply with them.

Directors, officers and employees are directed

to specific policies and procedures available to persons they supervise.

5. Reporting and Accountability

The Board is responsible for applying this Code

to specific situations in which questions are presented to it and has the authority to interpret this Code in any particular situation.

Any person who becomes aware of any existing or potential breach of this Code is required to notify the Chairman of the Board promptly.

Failure to do so is, in and of itself, a breach of this Code.

Specifically, each person must:

· notify the Chairman of the Board promptly of any existing or potential violation of this Code; and

· not retaliate against any other person for reports of potential violations that are made in good faith.

The Corporation will follow the following procedures

in investigating and enforcing this Code and in reporting on this Code:

· the Board will take all appropriate action to investigate any potential or actual breaches reported to it; and

· upon determination by the Board that a breach has occurred, the Board (by majority decision) will take or authorize such disciplinary

or preventive action as it deems appropriate, after consultation with the Corporation’s internal or external legal counsel, up to

and including dismissal or, in the event of criminal or other serious violations of law, notification of the SEC or other appropriate

law enforcement authorities.

No person following the above procedure shall,

as a result of following such procedure, be subject by the Corporation or any director, officer or employee thereof to discharge, demotion

suspension, threat, harassment or, in any manner, discrimination against such person in terms and conditions of employment.

6. Waivers and Amendments

Any waiver (defined below) or implicit waiver (defined

below) from a provision of this Code for the principal executive officer, principal financial officer, principal accounting officer or

controller, or persons performing similar functions or any amendment (as defined below) to this Code is required to be disclosed in a

Current Report on Form 8-K filed with the SEC. In lieu of filing a Current Report on Form 8-K to report any such waivers or

amendments, the Corporation may provide such information on its website, in the event that one exists, and if it keeps such information

on such website for at least 12 months and discloses the website address as well as any intention to provide such disclosures in this

manner in its most recently filed Annual Report on Form 10-K.

A “waiver” means the approval by the

Board of a material departure from a provision of this Code. An “implicit waiver” means the Corporation’s failure to

take action within a reasonable period of time regarding a material departure from a provision of this Code that has been made known to

an executive officer of the Corporation. An “amendment” means any amendment to this Code other than minor technical, administrative

or other non-substantive amendments hereto.

All persons should note that it is not the Corporation’s

intention to grant or to permit waivers from the requirements of this Code. The Corporation expects full compliance with this Code.

7. Insider Information and Securities Trading

The Corporation’s directors, officers or

employees who have access to material, non-public information are not permitted to use that information for securities trading purposes

or for any purpose unrelated to the Corporation’s business. It is also against the law to trade or to “tip” others who

might make an investment decision based on material, non-public information. For example, using material, non-public information to buy

or sell the Corporation’s securities, options in the Corporation’s securities, or the securities of any Corporation’s

supplier, customer, competitor, potential business partner or potential target is prohibited. The consequences of insider trading violations

can be severe. These rules also apply to the use of material, nonpublic information about other companies (including, for example,

the Corporation’s customers, competitors, potential business partners and potential targets). In addition to directors, officers

or employees, these rules apply to such person’s spouse, children, parents and siblings, as well as any other family members

living in such person’s home. The Corporation’s directors, officers and employees should familiarize themselves with the Corporation’s

policy on insider trading.

8. Financial Statements and Other Records

All of the Corporation’s books, records,

accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Corporation’s transactions

and must both conform to applicable legal requirements and to the Corporation’s system of internal controls. Unrecorded or “off

the books” funds or assets should not be maintained unless permitted by applicable law or regulation.

Records should always be retained or destroyed

according to the Corporation’s record retention policies. In accordance with those policies, in the event of litigation or governmental

investigation, please consult the Board or the Corporation’s internal or external legal counsel.

9. Improper Influence on Conduct of Audits

No director, officer or employee, or any other

person acting under the direction thereof, shall directly or indirectly take any action to coerce, manipulate, mislead or fraudulently

influence any public or certified public accountant engaged in the performance of an audit or review of the financial statements of the

Corporation or take any action that such person knows or should know that if successful could result in rendering the Corporation’s

financial statements materially misleading. Any person who believes such improper influence is being exerted should report such action

to such person’s supervisor, or if that is impractical under the circumstances, to any of the Corporation’s directors.

Types of conduct that could constitute improper

influence include, but are not limited to, directly or indirectly:

· offering or paying bribes or other financial incentives, including future employment or contracts for non-audit services;

· providing an auditor with an inaccurate or misleading legal analysis;

· threatening to cancel or canceling existing non-audit or audit engagements if the auditor objects to the Corporation’s accounting;

· seeking to have a partner removed from the audit engagement because the partner objects to the Corporation’s accounting;

· blackmailing; and

· making physical threats.

10. Anti-Corruption Laws

The Corporation complies with the anti-corruption

laws of the countries in which it does business, including the U.S. Foreign Corrupt Practices Act of 1977 (“FCPA”).

Directors, officers, employees and agents, such as third party sales representatives, shall not take or cause to be taken any action that

would reasonably result in the Corporation not complying with such anti-corruption laws, including the FCPA. If you are authorized to

engage agents on the Corporation’s behalf, you are responsible for ensuring they are reputable and for obtaining a written agreement

for them to uphold the Corporation’s standards in this area.

11. Violations

Violation of this Code is grounds for disciplinary

action up to and including termination of service or employment. Such action is in addition to any civil or criminal liability which might

be imposed by any court or regulatory agency.

12. Other Policies and Procedures

Any other policy or procedure set out by the Corporation

in writing or made generally known to employees, officers or directors of the Corporation prior to the date hereof or hereafter are separate

requirements and remain in full force and effect.

13. Inquiries

All inquiries and questions in relation to this

Code or its applicability to particular people or situations should be addressed to the Corporation’s Secretary, or such other compliance

officers as shall be designated from time to time by the Corporation.

PROVISIONS FOR

CHIEF EXECUTIVE AND SENIOR FINANCIAL OFFICERS

The CEO and all senior financial officers, including

the Chairman, CFO and principal accounting officer, are bound by the provisions set forth herein relating to ethical conduct, conflicts

of interest, and compliance with law. In addition to this Code, the CEO and senior financial officers are subject to the following additional

specific policies:

A.           Act

with honesty and integrity, avoiding actual or apparent conflicts between personal, private interests and the interests of the Corporation,

including receiving improper personal benefits as a result of his or her position.

B.           Disclose

to the CEO and the Board any material transaction or relationship that reasonably could be expected to give rise to a conflict of interest.

C.           Perform

responsibilities with a view to causing periodic reports and documents filed with or submitted to the SEC and all other public communications

made by the Corporation to contain information that is accurate, complete, fair, objective, relevant, timely and understandable, including

full review of all annual and quarterly reports.

D.           Comply

with laws, rules and regulations of federal, state and local governments applicable to the Corporation and with the rules and

regulations of private and public regulatory agencies having jurisdiction over the Corporation.

E.            Act

in good faith, responsibly, with due care, competence and diligence, without misrepresenting or omitting material facts or allowing independent

judgment to be compromised or subordinated.

F.            Respect

the confidentiality of information acquired in the course of performance of his or her responsibilities except when authorized or otherwise

legally obligated to disclose any such information; not use confidential information acquired in the course of performing his or her responsibilities

for personal advantage.

G.           Share

knowledge and maintain skills important and relevant to the needs of the Corporation, its stockholders and other constituencies and the

general public.

H.           Proactively

promote ethical behavior among subordinates and peers in his or her work environment and community.

I.            Use

and control all corporate assets and resources employed by or entrusted to him or her in a responsible manner.

J.            Not

use corporate information, corporate assets, corporate opportunities or his or her position with the Corporation for personal gain; not

compete directly or indirectly with the Corporation.

K.           Comply

in all respects with this Code.

L.            Advance

the Corporation’s legitimate interests when the opportunity arises.

M.          The

Board will investigate any reported violations and will oversee an appropriate response, including corrective action and preventative

measures. Any officer who violates this Code will face appropriate, case specific disciplinary action, which may include demotion or discharge.

N.           Any

request for a waiver of any provision of this Code must be in writing and addressed to the Chairman of the Board. Any waiver of this Code

will be disclosed as provided in Section 6 of this Code.

O.           It

is the policy of the Corporation that each officer covered by this Code shall acknowledge and certify to the foregoing annually and file

a copy of such certification with the Chairman of the Board.

EX-99.4 — EXHIBIT 99.4

EX-99.4

Filename: tm2615904d7_ex99-4.htm · Sequence: 9

Exhibit 99.4

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL

INFORMATION

Defined terms included

below shall have the same meaning as terms defined and included elsewhere in this Current Report on Form 8-K (the “Form 8-K”)

filed with the Securities and Exchange Commission (the “SEC”.)

Introduction

The following unaudited pro

forma condensed combined financial information presents the combination of financial information of MLAC, Pubco and AVAT, adjusted to

give effect to the Business Combination and related transactions. The following unaudited pro forma condensed combined financial information

has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments

to Financial Disclosures about Acquired and Disposed Businesses” to depict the accounting for the transaction (“Transaction

Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are

reasonably expected to occur (“Management’s Adjustments”). Pubco has elected not to present Management’s Adjustments

and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information.

The following unaudited

pro forma condensed combined balance sheet as of March 31, 2026 assumes that the Business Combination occurred March 31,

2026. The following unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2026 and for the year ended December 31, 2025,

presents pro forma effect to the Business Combination as if it had occurred on January 1, 2025.

The unaudited pro forma condensed

combined financial statements have been presented for illustrative purposes only and do not necessarily reflect what the Combined Company’s

financial condition or results of operations would have been if the acquisition occurred on the dates indicated. Further, the pro forma

condensed combined financial information also may not be useful in predicting the future financial condition and results of operations

of the Combined Company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected

herein due to a variety of factors.

The unaudited pro forma condensed combined balance sheet as of March 31,

2026, has been derived from:

· The historical unaudited financial statements of MLAC as of March 31, 2026, and the related notes thereto included elsewhere

in this Form 8-K; and

· The historical unaudited consolidated financial statements of Pubco as of March 31, 2026, and the related notes thereto included

elsewhere in this Form 8-K.

· The historical unaudited financial statements of AVAT as of March 31, 2026, and the related notes thereto included elsewhere

in this Form 8-K.

The unaudited pro forma condensed combined statement of operations

for the three months ended March 31, 2026, has been derived from:

· The historical unaudited financial statements of MLAC for the three months ended March 31, 2026, and the related notes thereto

included elsewhere in this Form 8-K; and

· The historical unaudited financial statements of Pubco for the three months ended March 31, 2026, and the related notes thereto

included elsewhere in this Form 8-K.

· The historical unaudited financial statements of AVAT for the three months ended March 31, 2026, and the related notes thereto

included elsewhere in this Form 8-K.

The unaudited pro forma condensed combined statement of operations

for the year ended December 31, 2025, has been derived from:

· The historical audited financial statements of MLAC for the year ended December 31, 2025, and the related notes thereto included

elsewhere in this Form 8-K; and

· The historical audited financial statements of Pubco for the period from September 22, 2025 (Inception) to December 31,

2025, and the related notes thereto included elsewhere in this Form 8-K.

· The historical audited financial statements of AVAT for the period from August 20, 2025 (Inception) to December 31,2025,

and the related notes thereto included elsewhere in this Form 8-K.

The following unaudited pro forma condensed combined financial information

has been prepared in accordance with Article 11 of Regulation S-X as in effect on the date of this Form 8-K which

incorporates Transaction Accounting Adjustments. Pubco, AVAT and MLAC have elected not to present any estimates related to potential synergies

and other transaction effects that are reasonably expected to occur or have already occurred and will only be presenting Transaction Accounting

Adjustments in the unaudited pro forma condensed combined financial information.

This information should be read together with the financial statements

and related notes, as applicable, of each of Pubco, AVAT and MLAC included in this Form 8-K and Pubco’s, AVAT’s

and MLAC’s “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial

information included elsewhere in this Form 8-K.

Description of the Transactions

Business Combination

On June 11, 2026 (the “Closing

Date”), Pubco consummated its previously announced business combination (the “Closing”) 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 Pubco, Mountain Lake Acquisition Corp., at that time a Cayman Islands exempted company (“MLAC”

or “SPAC”), Avalanche SPAC Merger Sub LLC, a Delaware limited liability company (“MLAC Merger Sub”), Avalanche

Company Merger Sub LLC, a Delaware limited liability company (“Company Merger Sub”, and together with MLAC Merger Sub, the

“Pubco Subsidiaries”), Avalanche Treasury Company LLC, a Delaware limited liability company (the “Company” or

“AVAT”), Dragonfly Digital Management, LLC, a Delaware limited liability company (“Seller”) , Dragonfly Ventures

L.P., a Cayman Islands exempted limited partnership (“DV”), Dragonfly Ventures II, L.P., a Cayman Islands exempted limited

partnership (“DV II” and, DV II together with DV, the “Funds” or “DVs” and, the DVs together with

the Seller, the “Seller Related Parties”) and Astral Horizon, L.P., a Delaware limited partnership (“Astral”).

On January 13, 2026 and on March 17, 2026, MLAC, Pubco, the Pubco Subsidiaries, the Company, the Seller Related Parties and Astral entered

into certain amendments to the Business Combination Agreement, effective as of October 1, 2025.

Pursuant to the terms of the

Business Combination Agreement and as described in the sections titled “The Business Combination Proposal” and “The

Domestication and Organizational Documents Proposal” of the Proxy Statement/Prospectus, immediately prior to the Closing on June

11, 2026, MLAC effected a domestication under Section 388 of the General Corporation Law of the State of Delaware (the “DGCL”)

and Section 206 of the Cayman Act (the “Domestication”), pursuant to which MLAC transferred by way of continuation to and

became a Delaware corporation. On June 11, 2026, two hours after the Domestication, MLAC Merger Sub merged with and into MLAC in accordance

with the applicable provisions of the DGCL and Limited Liability Company Act of the State of Delaware (the “DLLCA”), with

MLAC continuing as the surviving company and a wholly-owned subsidiary of Pubco (the “MLAC Merger”) and with MLAC Shareholders

receiving one share of non-voting Class A common stock, par value $0.01 per share, of Pubco (“Pubco Class A Stock”) for each

Class A ordinary share, par value $0.0001 per share, of MLAC (the “MLAC Class A Ordinary Shares”) or Class B ordinary share,

par value $0.0001 per share, of MLAC (the “MLAC Class B Ordinary Shares”) held by such shareholder, and with each holder of

a right to receive one-tenth (1/10th) of an MLAC Class A Ordinary Share (an “MLAC Right”) receiving one share of Pubco Class

A Stock in exchange for every ten (10) MLAC Rights held by such holder.

At the Company Merger Effective Time, Company Merger Sub merged with

and into the Company in accordance with the applicable provisions of the DLLCA, with the Company continuing as the surviving company (the

“Company Merger” and, together with the MLAC Merger, the “Mergers” and, together with the other transactions contemplated

by the Business Combination Agreement, the “Transactions”), and with (i) each Company Member other than the Seller Related

Parties receiving one share of Pubco Class A Stock for each Company Unit held immediately prior to the effective time of the Company Merger,

(ii) each Seller Related Parties receiving one share of Pubco Class A Stock and one share of Pubco Class B common stock, par value $0.01

per share (“Pubco Class B Stock” and, together with the Pubco Class A Stock, the “Pubco Stock”), for each Company

Unit held, and (iii) Astral receiving 4,000,000 shares of Pubco Class A Stock as additional consideration (the “Additional Merger

Consideration Shares”), out of which 2,000,000 shares of Pubco Class A Stock (the “Astral Earnout Shares”) issued and

placed into an escrow account held with Continental Stock Transfer & Trust Company (the “Escrow Agent”) (the “Astral

Escrow Account”) at the Company Merger Effective Time and the remaining 2,000,000 shares of Pubco Class A Stock (the “Astral

Post-Closing Shares”) will be issued and placed into Astral’s securities account on the 30th day after Closing.

The following table summarizes

the pro forma number of shares of Pubco Common Stock outstanding following the consummation of the Business Combination and the Domestication,

discussed further in the sections below.

Equity Capitalization Summary

AVAT Class A members

21,855,658

57.6

Public Shareholders

2,453,529

6.5

MLAC Insiders

2,800,000

7.4

Seller Related Parties

5,805,639

15.3

Astral

2,000,000

5.3

Foundation

3,000,000

7.9

Total shares of Pubco Class A Stock outstanding

37,914,826

100.0

Seller Related Parties Class B members

5,805,639

100.0 %

Total shares of Pubco Class B Stock outstanding

5,805,639

100.0 %

The following table shows

the per share value of Pubco Common Stock held by non-redeeming holders of Pubco Class A Stock:

37,914,826

Book equity per share

$ 2.44

Accounting for the Business Combination

The Business Combination was

accounted for as a reverse recapitalization in accordance with U.S GAAP with MLAC being treated as the acquired company for financial

reporting purposes and AVAT as the accounting “acquirer.” Accordingly, the financial statements of the combined entity will

represent a continuation of the financial statements of AVAT with the business combination treated as the equivalent of AVAT 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 AVAT.

This determination was primarily based on the

assumption that:

· AVAT’s

members hold a majority of the voting power of Pubco post Business Combination;

· The

Pubco Board consists of one (1) or more members, each of whom are a natural person;

· AVAT’s

operations will substantially comprise the ongoing operations of Pubco; and

· AVAT’s

senior management will comprise the senior management of Pubco.

Another determining factor was that MLAC does

not meet the definition of a “business” pursuant to ASC 805-10-55, and thus, for accounting purposes, the Business Combination

was accounted for as a reverse recapitalization, within the scope of ASC 805. The net assets of MLAC will be stated at historical

cost, with no goodwill or other intangible assets recorded.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE

SHEET

AS OF MARCH 31, 2026(1)

Pubco

(Historical)

AVAT

(Historical)

Token

Sale

Agreement

Transaction

Accounting

Adjustments

AVAT

Pro Forma

Adjusted

MLAC

(Historical)

Transaction

Accounting

Adjustments

Pro

Forma

Combined

ASSETS

Current

assets

Cash

$ -

$ 1,222,052

$ -

$ 1,222,052

$ 66,568

$ 1,634,507

$ 10,012,166

(14,910,961 )

(1,000,000 )

23,000,000

USDC

2,391,023

Prepaid

expenses

96,998

85,092

182,090

Prepaid

insurance

64,651

Deferred

transaction costs

2,224,203

3,537,869

(5,762,072 )

Due

from related party

1,578,524

(1,578,524 )

Total

current assets

2,224,203

8,826,466

216,311

1,382,950

12,649,930

Non-current

assets

Cash

and marketable securities held in Trust Account

243,344,159

(1,634,507 )

1,517,806

(243,227,458 )

Digital

assets - AVAX

122,758,140

Digital

assets - stAVAX

10,187,157

Total

non-current assets

132,945,297

243,344,159

(243,344,159 )

132,945,297

Total

assets

$ 2,224,203

$ 141,771,763

$ -

$ 141,771,763

$ 243,560,470

$ (241,961,209 )

$ 145,595,227

LIABILITIES

Current

liabilities

Accounts

payable and accrued expenses

$ 447,662

$ 1,353,029

1,353,029

$ 339,964

$ (808,681 )

$ 1,377,713

45,739

Accrued

legal fees

200,820

(200,820 )

Due

to Sponsor

688

Accrued

transaction costs

282,214

1,327,121

(1,609,335 )

Due

to related party

1,578,524

(1,578,524 )

Note payable

23,000,000

Token

sale liability

15,203,085

(15,203,085 ) K

Total

current liabilities

2,509,220

17,883,235

(15,203,085 )

2,680,150

340,652

18,848,379

24,378,401

Non-current

liabilities

Deferred

underwriting fee payable

1,000,000

(1,000,000 )

Post-closing

shares liability

11,380,000

Earnout

liability

16,376,000

Total

non-current liabilities

1,000,000

26,756,000

27,756,000

Total

liabilities

2,509,220

17,883,235

(15,203,085 )

2,680,150

1,340,652

45,604,379

52,134,401

Class A

ordinary shares subject to possible redemption

243,344,159

(1,634,507 )

1,517,806

(243,227,458 )

EQUITY

AVAT

Members' capital

215,389,322

(215,389,322 )

Pubco

Class A Common Stock

30,000 K

30,000

296,603

379,148

23,000

29,535

Pubco

Class B Common Stock

58,056

MLAC

preference shares

MLAC

Class A Ordinary Shares

280

(376 )

MLAC

Class B Ordinary Shares

719

(719 )

Subscription

receivable

(10 )

(5,125,002 )

Additional

paid-in capital

15,173,085 K

15,173,085

(17,080,048 )

212,565,433

215,034,653

(2,145,029 )

1,634,492

(23,000 )

439

(29,159 )

Accumulated

deficit

(285,017 )

(86,375,792 )

(1,125,141 )

(1,019,888 )

(114,416,809 )

2,145,029

1,517,806

(1,517,806 )

(27,756,000 )

Total

equity

(285,017 )

123,888,528

15,203,085

139,091,613

(1,124,341 )

(44,221,429 )

93,460,826

Total

equity and liabilities

$ 2,224,203

$ 141,771,763

$ -

$ 141,771,763

$ 243,560,470

$ (241,961,209 )

$ 145,595,227

(1) The unaudited pro forma condensed combined balance sheet as of March 31, 2026, combines the historical unaudited balance sheet

of AVAT as of March 31, 2026, with the historical unaudited balance sheet of Pubco as of March 31, 2026, and with

the historical unaudited balance sheet of MLAC as of March 31, 2026.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT

OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2026(2)

Pubco

(Historical

AVAT

(Historical)

Contribution

Agreement

Transaction

Accounting

Adjustments

AVAT

Subscription

Agreements

Transaction

Accounting

Adjustments

AVAT

Pro Forma

Adjusted

MLAC

(Historical)

Transaction

Accounting

Adjustments

Pro

Forma

Combined

Staking

revenue, net of fees

$ -

$ 2,057,074

$ -

$ 2,057,074

$ -

2,057,074

General

and administrative expenses

(139,635 )

(1,942,410 )

(2,082,045 )

(389,571 )

60,000

(2,411,616

)

Change

in fair value of digital assets

(46,192,584 )

(46,192,584

)

Realized

loss on digital assets

(477,431 )

(477,431

)

Impairment

of digital assets

(5,059,757 )

(5,059,757

)

Compensation

expense

(1,157,813 )

(1,157,813

)

Loss

from operations

(139,635 )

(51,615,108 )

(51,754,743 )

(389,571 )

(1,097,813 )

(53,242,127

)

Other

income (expense):

Interest

income on cash and marketable securities held in the Trust Account

2,113,587

(2,113,587 )

Change

in fair value of token sale liability

24,807,903

(24,807,903 )

Other

income

21,059

Interest

income

5,904

Interest

expense

(402,500 )

(402,500

)

Total

other income (expense)

24,834,866

2,113,587

(27,323,990 )

(375,537

)

Net

(loss) income

$ (139,635 )

$ (26,780,242 )

$ -

$ (26,919,877 )

$ 1,724,016

$ (28,421,803 )

(53,617,664)

Basic

and diluted net income (loss) per share

$ (145.38 )

$ (0.98 )

$ 0.06

Pro

forma weighted average number of shares outstanding - basic and diluted

37,914,826

(1)

Pro

forma loss per share - basic and diluted

(1.41

)

(1) Please refer to Note 3 (“Net Loss per Share”) for details.

(2) The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2026, combines the historical

unaudited statement of operations of Pubco for the three months ended March 31, 2026, with the unaudited statement of operations

of AVAT for the three months ended March 31, 2026, with the historical unaudited statement of operations of MLAC for the three months

ended March 31, 2026.

UNAUDITED PRO FORMA CONDENSED

COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2025(2)

Pubco

(Historical

AVAT

(Historical)

Token

Sale

Liability

Transaction

Accounting

Adjustments

AVAT

Pro

Forma Adjusted

MLAC

(Historical)

Transaction

Accounting

Adjustments

Pro

Forma

Combined

Staking revenue,

net of fees

$ -

$ 1,434,669

$ -

$ 1,434,669

$ -

1,434,669

General and administrative expenses

(145,382 )

(1,205,832 )

(1,304,773 )

(1,019,888 )

(3,435,875

)

240,000

Change in fair value of digital

assets

(96,338,351 )

(96,338,351

)

Realized loss on digital assets

(2,142,985 )

(2,142,985

)

Impairment of digital assets

(13,566,758 )

(13,566,758

)

Compensation

expense

(4,631,250 )

(4,631,250

)

Loss from operations

(145,382 )

(111,819,257 )

(1,304,773 )

(5,411,138 )

(118,680,550

)

Other income (expense):

Interest income on cash and marketable

securities held in the Trust Account

9,586,719

(9,586,719 )

Change in fair value of token

sale liability

52,150,216

(52,150,216 )

Other income

75,157

Interest expense

(1,666 )

(1,610,000 )

(1,611,666

)

Fair value of post-closing shares liability

(11,380,000 )

(11,380,000

)

Fair value of earnout liability

(16,376,000 )

(16,376,000

)

Other income (expense), net

52,223,707

(52,150,216 )

73,491

9,586,719

(38,952,719 )

(29,292,509)

Net

(loss) income

$ (145,382 )

$ (59,595,550 )

$ (52,150,216 )

$ (111,745,766 )

$ 8,281,946

$ (44,363,857 )

(147,973,059

)

Basic

and diluted net (loss) income per share

$ (145.38 )

$ (3.55 )

$ 0.27

Pro forma weighted average

number of shares outstanding - basic and diluted

37,914,826

(1)

Pro forma

loss per share - basic and diluted

(3.90

)

(1) Please refer to Note 3 — “Net Loss per Share”

for details.

(2) The unaudited pro forma condensed combined statement of operations

for the year ended December 31, 2025, combines the historical audited statement of operations of MLAC for the year ended December 31,

2025 with the historical audited statement of operations of Pubco for the period from September 22, 2025 (Inception) through December 31,

2025, with the historical audited statement of operations of AVAT for the period from August 20, 2025 (Inception) through December 31,

2025.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED

FINANCIAL STATEMENTS

Note 1 — Basis of Presentation and Accounting Policies

The Business Combination was

accounted for as a reverse recapitalization in accordance with U.S GAAP with MLAC treated as the acquired company for financial reporting

purposes and AVAT as the accounting “acquirer.” Under this method of accounting, although MLAC acquired all the outstanding

equity interests of AVAT in the Business Combination, MLAC was treated as the “acquired” company for financial reporting purposes.

Accordingly, the Business Combination was treated as the equivalent of AVAT 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 AVAT.

The unaudited pro forma condensed

combined balance sheet as of March 31, 2026, assumes that the Business Combination and related transactions occurred on March 31,

2026. The unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2026, and the year

ended December 31, 2025, presents pro forma effect to the Business Combination as if it had been completed on January 1, 2025.

The unaudited pro forma condensed

combined balance sheet as of March 31, 2026, has been prepared using, and should be read in conjunction with, the following:

●

MLAC’s unaudited balance sheet as of March 31, 2026 and the related notes thereto included in this Form 8-K; and

●

Pubco’s unaudited consolidated balance sheet as of March 31, 2026, and the related notes thereto, included in this Form 8-K.

●

AVAT’s unaudited balance sheet as of March 31, 2026, and the related notes thereto included in this Form 8-K.

The unaudited pro forma condensed

combined statement of operations for the three months ended March 31, 2026, has been prepared using, and should be read in conjunction

with, the following:

●

MLAC’s unaudited statement of operations for the three months ended March 31, 2026, and the related notes thereto, included in this Form 8-K; and

●

Pubco’s unaudited consolidated statement of operations for the three months ended March 31, 2026, and the related notes thereto, included in this Form 8-K.

●

AVAT’s unaudited statement of operations for the three months ended March 31, 2026, and the related notes thereto, included in this Form 8-K.

The unaudited pro forma condensed

combined statement of operations for the year ended December 31, 2025, has been prepared using, and should be read in conjunction

with, the following:

●

MLAC’s audited statement of operations for the year ended December 31, 2025, and the related notes thereto, included in this Form 8-K; and

●

Pubco’s audited consolidated statement of operations for the period from September 22, 2025 (Inception) to December 31, 2025, and the related notes thereto, included in this Form 8-K.

●

AVAT’s audited statement of operations for the period from August 20, 2025 (Inception) to December 31, 2025, and the related notes thereto, included in this Form 8-K.

As the unaudited pro forma

condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ

materially from the information presented.

The historical financial statements of Pubco and AVAT have been prepared

in accordance with U.S. GAAP. The historical financial statements of MLAC have been prepared in accordance with U.S. GAAP. The unaudited

pro forma condensed combined financial information reflects U.S. GAAP, the basis of accounting used by AVAT.

Upon consummation of the Business Combination,

management has performed a comprehensive review of the three entities’ accounting policies. As a result of the review, management

has not identified differences between the accounting policies of the three entities which have a material impact on the financial statements

of the Combined Company. Based on its analysis, management did not identify any differences that would have a material impact on the unaudited

pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does

not assume any differences in accounting policies.

Note 2 — Adjustments to Unaudited Pro Forma Condensed Combined

Financial Information

The unaudited pro forma condensed

combined financial information has been prepared to illustrate the effect of the Business Combination and has been prepared for informational

purposes only.

The following unaudited pro

forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the

final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” to depict

the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and

other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). Pubco

has elected not to present Management’s Adjustments and is only presenting Transaction Accounting Adjustments in the unaudited pro

forma condensed combined financial information. The historical financial statements have been adjusted in the unaudited pro forma condensed

combined financial information to include all necessary Transaction Accounting Adjustments pursuant to Article 11 of Regulation S-X,

including those that are not expected to have a continuing impact.

The unaudited historical

financial statements have been adjusted in the unaudited pro forma condensed combined financial information to give pro forma effect

to transaction accounting adjustments that reflect the accounting for the transaction under U.S. GAAP. Pubco and AVAT have had a

historical relationship prior to the Business Combination, and a pro forma adjustment was required to eliminate activities between

the companies. Pubco and AVAT have not had any historical relationship with MLAC prior to the Business Combination. Accordingly, no

pro forma adjustments were required to eliminate activities between the companies.

The pro forma basic and diluted

earnings per share amounts presented in the unaudited pro forma condensed combined statement of operations are based upon the number of

the Combined Company’s shares outstanding, assuming the Business Combination occurred on January 1, 2025.

Transaction Accounting Adjustments to Unaudited Pro Foma Condensed

Combined Balance Sheet

The Transaction Accounting Adjustments to the unaudited pro forma condensed

combined balance sheet as of March 31, 2026, are as follows:

A. Reflects the liquidation and reclassification of $1.6 million of funds held in the Trust Account to cash that became available following

the Business Combination.

B. Reflects the payment of $1.3 million of MLAC transaction costs at the Closing of which $0.3 million of these fees were accrued as

of March 31, 2026. The remaining amount of $1.0 million is reflected as an adjustment to accumulated losses.

Reflects the payment of $13.6 million of AVAT transaction

costs at the Closing of which $2.3 million of these fees were accrued and $5.8 million were recorded as deferred transaction costs as

of March 31, 2026. The remaining amount of $17.1 million has been recorded to additional paid-in capital. $0.05 million of transaction

costs were deferred until after the Closing and reflected as an adjustment to accrued expenses and additional paid-in capital.

C. Represents the exchange of 21,855,658 AVAT Company Units for 21,855,658 shares of Pubco Class A common stock and the exchange

of 5,805,639 AVAT Company Units for 5,805,639 shares of Pubco Class A common stock and 5,805,639 shares of Pubco Class B common

stock, par value $0.01, upon the Closing. Represents the issuance of the Additional Merger Consideration shares of 2,000,000 shares of

Pubco Class A common stock, par value $0.01, to Astral upon the Closing. Reflects the reversal of the subscription receivable on

Pubco.

D. Represents the elimination of MLAC’s historical accumulated losses after recording the transaction costs incurred by MLAC of

$2.0 million as described in (B) above, the recording of interest earned in the Trust of $1.5 million as described in (J) below,

and the accretion of ordinary shares subject to redemption of $1.5 million as described in (J) below.

E. Reflects the reclassification of 153,530 shares of MLAC Class A ordinary shares subject to possible redemption to permanent equity.

F. Reflects the settlement of the MLAC deferred underwriting commission

for $1.0 million at the Closing.

G. Reflects the conversion of Public Rights into 2,299,999 shares of Pubco Class A stock upon the Closing.

H. Reflects the forfeiture of 4,387,500 MLAC Class B Ordinary Shares pursuant to the Sponsor Support Agreement and the conversion

of 2,800,000 Class B Ordinary Shares into MLAC Class A Ordinary Shares upon the Closing.

I. Reflects the forfeiture of 495,000 MLAC Private Units owned by the Sponsor pursuant to the Sponsor Support Agreement and the forfeiture

of 310,000 MLAC Private Units owned by BTIG pursuant to the agreement with BTIG. Reflects the conversion of the remining MLAC Class A

Ordinary Shares into Pubco Class A Stock, par value $0.01 upon the Closing.

J. Reflects the interest earned in the Trust Account subsequent

to March 31, 2026 of $1.5 million and the accretion of the Class A ordinary shares subject to redemption of $1.5 million.

K. Reflects the issuance of 3,000,000 shares of Pubco Class A

Stock, at $10.00 per share, par value $0.01 per share, pursuant to the Token Sale Agreement. Reflects the reversal of the token sale

liability upon the issuance of the shares at Closing.

L. Reflects the recognition of the liability classified contingent

consideration under ASC 805-30-25-6 for the Astral earnout, the Sponsor earnout, and the 2,000,000 Astral shares to be issued 30 days

after the Closing. The post-closing liability for the 2,000,000 Astral shares was valued at a fair value of $5.69 per share, or $11.4

million. The earnout contingent consideration value was calculated using a Monte Carlo simulation using a Geometric Brownian Motion in

a risk-neutral framework. Significant assumptions used in the simulation model included the following:

Assumption

Astral

Earnout

Sponsor

Earnout

Stock Price

$ 5.69

Simulation Term

5 years

3 years

Volatility

100 %

80 %

Risk Free Rate

3.88 %

3.77 %

M. Reflects the proceeds received from the collateralized loan

in the amount of $23.0 million to meet the condition in the Business Combination Agreement that expenses incurred in connection with

the transaction be paid at the Closing. The loan has an interest rate of 7% per annum.

N. Reflects the redemption of 22,846,470 MLAC Class A Ordinary

Shares at a redemption amount of $10.65 per share, or $243.2 million.

O. Reflects the elimination of the intercompany balances between

Pubco and AVAT.

Transaction Accounting Adjustments to Unaudited Pro Forma Condensed

Combined Statements of Operations

The Transaction Accounting Adjustments included in the unaudited pro

forma condensed combined statement of operations for the three months ended March 31, 2026, are as follows:

AA. Reflects the elimination of the interest income earned on funds in the Trust Account of which such funds were released from the Trust

Account upon the Closing .

BB. Reflects the elimination of the administrative service fees that ceased to be paid upon the Closing.

CC. Reflects the recognition of compensation expense for 118,750 AVAT restricted stock units that vest every six months over a two year

period, at a fair value of $9.75, giving effect to the Closing as if it had occurred on January 1, 2025.

DD. To reverse the change in fair value of the token sale liability giving effect to the Closing as if it had occurred on January 1,

2025.

EE. Reflects the interest expense on the collateralized loan as described in Adjustment (M) above at an interest rate of 7% per annum.

Transaction Accounting Adjustments to Unaudited Pro Forma Condensed

Combined Statements of Operations

The Transaction Accounting Adjustments included in the unaudited pro

forma condensed combined statement of operations for the year ended December 31, 2025, are as follows:

AA. Reflects the elimination of the interest income earned on funds in the Trust Account of which such were released from the Trust Account

upon the Closing .

BB. Reflects the elimination of the administrative service fees

that ceased to be paid upon the Closing.

CC. Reflects the transaction costs of MLAC.

DD. Reflects the recognition of the liability-classified contingent

consideration under ASC 805-30-25-6 for the Astral Earnout shares, the Sponsor Earnout shares, and the shares to be issued to Astral

30 days after the Closing as described in (L) above.

EE. Reflects the recognition of compensation expense for 475,000

AVAT restricted stock units that vest every six months over a two year period, at a fair value of $9.75, upon the Closing.

FF. To reverse the change in fair value of the token sale liability

giving effect to the Closing as if it had occurred on January 1, 2025.

GG. Reflects the interest expense on the collateralized loan as

described in Adjustment (M) above at an interest rate of 7% per annum.

Note 3 — Net Loss per Share

Represents the loss per share calculated using the historical weighted

average shares outstanding, and the issuance of additional shares in connection with the Business Combination, assuming the shares were

outstanding since January 1, 2025. As the Business Combination is being reflected as if it had occurred at the beginning of the period

presented, the calculation of weighted average shares outstanding for basic and diluted loss per share assumes that the shares issued

in connection with the Business Combination have been outstanding for the entire period presented.

The unaudited pro forma condensed combined financial information has

been prepared with the actual redemptions of Public Shares by MLAC’s Public Shareholders for the three months ended March 31,

2026, and the year ended December 31, 2025:

Three Months

Ended March 31,

2026

Pro forma net loss

$ (53,617,664 )

Weighted average shares outstanding of Pubco Class A Stock – basic and diluted (1)

37,914,826

Net loss per share – basic and diluted

$ (1.41 )

Excluded securities:(1)

AVAT Restricted Stock Units

950,000

AVAT Performance Stock Units

1,150,000

Astral shares

2,000,000

Year Ended

December 31,

2025

Pro forma net loss

$ (147,973,059 )

Weighted average shares outstanding of Pubco Class A Stock – basic and diluted (1)

37,914,826

Net loss per share – basic and diluted

$ (3.90 )

Excluded securities:(1)

AVAT Restricted Stock Units

950,000

AVAT Performance Stock Units

1,150,000

Astral shares

2,000,000

(1) The potentially dilutive outstanding securities were excluded

from the computation of pro forma net loss per share, basic and diluted, because their effect would have been anti-dilutive.

EX-99.5 — EXHIBIT 99.5

EX-99.5

Filename: tm2615904d7_ex99-5.htm · Sequence: 10

Exhibit 99.5

THE COMPANY’S MANAGEMENT’S DISCUSSION

AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless otherwise indicated or the context

otherwise requires, references in this Exhibit to “AVAT,” “the Company,” “we,” “us,”

“our” and other similar terms refer to Avalanche Treasury Company, LLC prior to the Business Combination and Avalanche Treasury

Corporation (“Pubco”) and its consolidated subsidiaries after giving effect to the Business Combination. The following discussion

and analysis provides information which AVAT’s management believes is relevant to an assessment and understanding of its results

of operations and financial condition. This discussion and analysis should be read together with the section of in the Current Report

on Form 8-K to which this Exhibit is attached titled “Business” and AVAT’s financial statements and related notes thereto

that are included elsewhere in the Current Report on Form 8-K to which this Exhibit is attached. In addition to historical financial

information, this discussion and analysis contains forward-looking statements based upon current expectations that involve risks, uncertainties

and assumptions. See the section titled “Cautionary Note Regarding Forward-Looking Statements” in the Current Report on Form

8-K to which this Exhibit is attached. Actual results and timing of selected events may differ materially from those anticipated in these

forward-looking statements as a result of various factors, including those set forth under the section titled “Risk Factors”

in the Current Report on Form 8-K to which this Exhibit is attached.

Overview

AVAT is a newly formed operating company focused

exclusively on business lines relating to Avalanche and AVAX. Our strategy is to offer public-market investors a differentiated, capital-efficient

way to gain exposure to Avalanche and AVAX through (i) the targeted accumulation of AVAX; (ii) tailored treasury management geared towards

staking yield and other asset management levers intended to compound AVAX per share over time and (iii) the further ecosystem integration

including the potential provision of Avalanche-focused infrastructure, such as the operation of validator nodes, L1 activation and other

corporate development activities, that we believe will expand our exposure to Avalanche. In connection with the consummation of the Business

Combination, the Company merged with and into Avalanche Company Merger Sub LLC, a Delaware limited liability company (“Company

Merger Sub”), with the Company continuing as the surviving subsidiary and a wholly owned subsidiary of Pubco.

Business Combination with MLAC

On October 1, 2025, Mountain Lake Acquisition

Corp., a Cayman Islands exempted company (“MLAC”), Pubco, Avalanche SPAC Merger Sub LLC, a Delaware limited liability company

(“MLAC Merger Sub”), Company Merger Sub, the Company and Dragonfly Digital Management, LLC, a Delaware limited liability

company (the “Seller”) entered into a business combination agreement (the “Business Combination Agreement”).

In connection with the closing of the Business Combination Agreement, on June 11, 2026, (i) MLAC domesticated by way of continuation

out of its jurisdiction of incorporation from the Cayman Islands into the State of Delaware (the “Domestication”), (b) MLAC

Merger Sub merged with and into MLAC (the “MLAC Merger”), with MLAC surviving the MLAC Merger as a wholly owned subsidiary

of Pubco, and (c) Company Merger Sub merged with and into AVAT (the “Acquisition Merger” and, together with the MLAC Merger,

the “Mergers”, and together with the Domestication and all other transactions contemplated by the Business Combination Agreement,

the “Business Combination”), with AVAT surviving the Acquisition Merger as a wholly owned subsidiary of Pubco.

Concurrently with the signing of the Business

Combination Agreement, on October 1, 2025, Pubco, Company and MLAC entered into the Company Unit Subscription Agreements with the

company unit investors (“Company Unit Investors”), pursuant to which the Company Unit Investors purchased, payable in cash,

USDC or AVAX, and the Company issued and sold, approximately $216 million worth of Company Class A units (“Company Units”)

at a price of $10.00 per Company Unit the (“Company Unit Subscription”). At Closing, each Company Unit held by Company Unit

Investors converted automatically into one share of non-voting Class A common stock, par value $0.01 per share, of Pubco (“Pubco

Class A Stock”).

Concurrently with the execution of the Business

Combination Agreement, the Seller, Company, Pubco, Avalanche (BVI), Inc., a company incorporated in the British Virgin Islands (“Avalanche

BVI”) and Avalanche Cayman, a Cayman Islands exempted company (“Avalanche Cayman” and together with Avalanche BVI,

the “Foundation”) entered into the Contribution Agreement, pursuant to which, (a) the Foundation sold a minimum of $200 million

of AVAX tokens on a pre-discount basis to Company and (b) the Seller contributed, directly and indirectly through certain related

funds, 1,960,040 AVAX tokens to the Company in exchange for 5,805,638 Company Units.

Concurrently with the execution of the Business

Combination Agreement and the Contribution Agreement, the Company, Pubco, Avalanche BVI and Avalanche Cayman entered into the Token Sales

Agreement, pursuant to which, in October 2025, the Foundation sold a minimum of $200 million of AVAX tokens on a pre-discount basis

to the Company in exchange for, at a 60% discount, (i) $50 million in cash or USDC and (ii) $30 million in the form

of up to 3,000,000 shares of Pubco Class A Stock..

Recent Developments

On March 20, 2026, AVAT signed a Master Lender

Agreement (the “Master Lender Agreement”) with FalconX Charlie, Inc. (the “Lender”) to facilitate the potential

future execution of collateralized loans in which the Lender may lend to AVAT certain digital currency or cash (dependent on the loaned

asset specified in the relevant executed loan term sheet) and AVAT would pay a loan fee as well as pledge collateral on or prior to the

date of any drawdown pursuant to such future loan term sheet, as applicable. The loans under the Master Lender Agreement may be open

loans without a maturity date, whereby AVAT may repay and Lender may recall the loan at any time, or term loans with a predetermined

maturity date.

On May 29, 2026, AVAT and the Lender executed

a loan term sheet, pursuant to which AVAT agreed to borrow from the Lender, and the Lender agreed to lend to AVAT, a loan of $25 million

pursuant to an open loan (the “May 2026 Collateralized Open Loan”). The loan fee is 7% per annum.

At Closing, AVAT pledged approximately 5.6 million

AVAX pursuant to the May 2026 Collateralized Open Loan, which is based on an initial collateral ratio of 200%. The collateral will be

held in a segregated custody account with Anchorage Digital Bank N.A. (“Anchorage”) pursuant to an Account Control Agreement

among Anchorage, AVAT and the Lender.

Principal Factors Affecting Our Results of

Operations and Material Trends

AVAT’s future results are expected to be

impacted by the highly volatile nature of AVAX’s valuation, as well as conditions and trends relating to demand for AVAX or other

digital assets. We also expect AVAT’s future results to be impacted by the successful execution of our business strategies, such

as our AVAX acquisition strategy, our support of L1s and validator resources, our fostering of partnerships with respect to our AVAX

financial and technological infrastructure solutions, regulatory and technical developments surrounding AVAX and cryptocurrencies, the

rapid evolution of the AVAX technology infrastructure landscape and our ability to innovate in and add value to the AVAX ecosystem. The

primary factors that are expected to impact our results and present significant opportunities, as well as pose risks and challenges,

are described below. We believe that our performance and future success depends on the factors discussed below, as well as those mentioned

in the section titled “Risk Factors” in the Current Report on Form 8-K to which this Exhibit is attached.

The following macroeconomic factors and trends

as they relate to AVAX may specifically impact our business:

· Price

of AVAX. Our business is expected to be heavily dependent on the

price of AVAX, which has historically experienced significant volatility. We have acquired

AVAX, and may in the future acquire additional AVAX, through at-market purchases to build

our strategic reserve of AVAX. Under ASU 2023-08, Intangibles-Goodwill and Other-Crypto Assets

(Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”),

AVAX is revalued at fair value at the end of each reporting period, with changes in fair

value recognized in net loss. As a result, fluctuations in the price of AVAX may significantly

impact our results of operations.

· Awareness. We

expect the perception of Avalanche as a legitimate and secure blockchain network, and in

turn the perception of AVAX as a legitimate and secure asset class, by the general public

will plays a crucial role in the success of our business. The pace and effectiveness of continued

education and awareness is expected to impact adoption rates. Due to the rapidly evolving

nature of digital assets and the volatile price of AVAX, which has experienced and continues

to experience significant movements, we expect that our operating results will fluctuate

significantly from quarter to quarter in accordance with market sentiments and movements

in the broader AVAX economy.

· Regulation. The

global regulatory and political landscape for AVAX, including developments concerning legal

status, accounting and tax treatment and other compliance-related programs surrounding digital

assets will significantly impact the popularity and value of AVAX. Political support or favorable

regulations may encourage adoption, while restrictive measures may hinder it, which, in each

case, may have a significant impact on our business.

· Institutional

Adoption. Increased participation by institutional investors, including

hedge funds, mutual funds, corporations and nation states can drive market confidence and

liquidity, supporting continued growth and utility of AVAX and the Avalanche blockchain network.

· Monetary

Policy. Central bank monetary policies, especially those related

to interest rates and monetary supply, may influence AVAX adoption. Low-interest rates and

expansive monetary policies that lead to currency debasement may lead to a search for alternative

investments like AVAX, which may have a positive impact on our business.

· Technological

Innovation. Advances in blockchain technology, improvements in scalability

and enhanced security protocols may increase AVAX adoption and integration of AVAX and the

Avalanche blockchain network into various financial systems. Conversely, as blockchain technology

and digital asset become more widely accept, we expect competition to further intensify in

the future. We will compete for capital, and the Avalanche blockchain network will compete

for user adoption, with a number of companies and ecosystem participants within the United

States and abroad, including those that focus on traditional financial services and those

that focus on blockchain or AVAX-focused services and technology infrastructure.

Plan of Operations and Expected Revenue Sources

AVAT anticipates revenue generation through the

following key business lines in this initial period following the Business Combination:

· AVAX

Accumulation at Scale. AVAT aims to broaden access to AVAX for

a wide range of public-market investors with diverse objectives and risk profiles by opportunistically

offering a range of capital raising instruments that present varying degrees of Avalanche

and AVAX exposure. AVAT intends to accumulate AVAX over time through a blended offering of

equity and debt instruments, which may be subscribed with cash or AVAX, as well as the deployment

of non-AVAX offering proceeds to acquire additional AVAX in the market. Such offerings and

acquisitions will be strategically considered and paced based on market conditions and other

factors, including (i) market price of AVAX and related trends, (ii) macroeconomic

factors, (iii) market appetite and demand and (vi) the Pubco Class A Stock

price, including such price relative to the net asset value of its AVAX holdings. AVAT does

not currently intend to hold any other cryptocurrencies as its main treasury asset, however

it may, in the execution of its strategy, periodically hold other digital assets. AVAT retains

the flexibility to sell AVAX under certain circumstances, such as to meet operational needs,

comply with legal or regulatory obligations, pursue certain investment strategies or for

general corporate purposes. In addition, where the Pubco Class A Stock trades at a meaningful

discount to our estimated mNAV relative to the prevailing AVAX price, we may sell a portion

of our AVAX to fund opportunistic share repurchases. We believe this disciplined capital-allocation

approach — dynamically arbitraging the relationship between our share price,

implied premium/discount to mNAV and the AVAX price — can be accretive

to mNAV per share and align with long-term shareholder value. Any such activity would be

subject to applicable law, our liquidity and risk parameters, market conditions, internal

Board and relevant committee authorization, and there can be no assurance that any repurchases

will be undertaken. AVAT does not currently plan to engage in hedging its AVAX exposure.

AVAT retains the option to revisit its AVAX accumulation strategy or any related policies

periodically as part of its ongoing strategic review and risk management.

· Active

AVAX Treasury Management. AVAT’s active AVAX treasury management

strategy will initially target (i) the staking of AVAX and (ii) the deployment

of AVAX to traders, market makers, asset managers and other crypto market participants to

with the goal of adopting conservative yield approaches focused on preservation and consistent

returns, in each case subject to market conditions and other factors, intended to generate

AVAX for treasury growth or the payment of operating expenses. To optimize staking returns

while mitigating risks, we intend to carefully monitor our staking operations. This begins

with the selection and oversight of trusted third-party staking providers, and extends to

ongoing operational involvement. For example, we intend to conduct independent monitoring

of validator performance alongside periodic reports provided by our staking service providers

and to reinvest accrued staking rewards into the establishment of additional validators,

where practicable. These practices are intended to support compounding yield, safeguard validator

performance and promote transparency throughout our AVAX staking process. Determinations

with respect to our AVAX management strategy, particularly with regards to the deployment

of AVAX, other digital assets or fiat to traders, market makers, asset managers and other

crypto market participants to execute any of our trading or yield strategies, will be made

from time to time by assessing market factors including, but not limited to, (i) the

current market price of AVAX, (ii) price trends and market level analysis, (iii) analysis

of the broader macroeconomic environment and (iv) AVAT’s relative stock performance.

In pursuit of this strategy, we may utilize AVAX-specific key performance indicators including

AVAX reserves per share to assess our performance and guide our operations. These KPIs are

intended to efficiently communicate AVAT’s mission of providing the best vehicle for

secure, transparent and yield-generating exposure to AVAX at institutional scale. Management’s

AVAX strategy does not include any fixed delegation or staking percentages or allocations,

and is generally designed to preserve management’s flexibility and business judgment

in deploying AVAX and adapting to rapidly changing, fluid market conditions. For example,

longer staking durations can amount to less liquidity – in periods where greater liquidity

is desired, management may elect to pursue exclusively shorter staking durations. This strategy

also contemplates that AVAT may, from time to time, subject to market conditions and other

factors, (i) sell AVAX for general corporate purposes or in furtherance of strategies

that AVAT believes are accretive to shareholders, (ii) enter into additional capital

raising transactions and (iii) consider the pursuit of strategies that monetize or otherwise

utilize its AVAX holdings to generate funds or income streams through the development and

commercialization of new AVAX-based smart contracts and decentralized applications for services

and products. AVAT currently engages in staking via third-party node operators as part of

its active treasury management strategy.

· AVAX

Technology and Ecosystem Partner. In addition to aiming to deliver

secure, transparent and yield-generating exposure to AVAX at an institutional scale, AVAT

may pursue a range of additional Avalanche-related business activities. We intend to evaluate

opportunities to operate our own validator nodes independent of third-party service providers

to consolidate our staking efforts. We also plan to actively support and engage with Avalanche-native

projects via potential ecosystem partnerships with enterprises, asset managers and other

participants, and also via early participation in emergent protocols and L1s. We may provide

turnkey infrastructure solutions for enterprises, decentralized autonomous organizations

and Avalanche-native builders seeking access to Avalanche’s consensus and blockspace

economy. We may also pursue on-chain opportunities that offer attractive risk adjusted returns,

such as infrastructure solutions for Avalanche-native builders or other staking solutions

for enterprises and funds seeking to generate AVAX-denominated revenue. The development and

launch of any such activities would require significant organizational, operational and regulatory

preparation. These initiatives are subject to various legal and compliance considerations,

including oversight by the SEC, the CFTC, FinCEN and state-level regulators such as those

in Delaware, as well as compliance with applicable anti-money laundering and other financial

laws. Planning for these potential activities has begun, however, there can be no assurance

as to the timing or outcome of any such efforts.

Results of Operations

The following table sets forth our condensed

statement of operations for the three months ended March 31, 2026:

Three Months Ended

March 31, 2026

Staking revenue, net of fees

$ 2,057,074

Operating expenses:

General and administrative

1,942,410

Change in fair value of digital assets

46,192,584

Realized loss on digital assets

477,431

Impairment of digital assets

5,059,757

Loss from operations

(51,615,108 )

Other income:

Change in fair value of token sale liability

24,807,903

Other income

21,059

Interest income

5,904

Total other income, net

24,834,866

Net loss

$ (26,780,242 )

Staking Revenue, Net of Fees

Staking revenue, net of fees, for the three months

ended March 31, 2026, was $2.1 million. The Company earns staking rewards in exchange for delegating digital assets to support network

validation activities on the Avalanche blockchain protocol. Staking rewards consist of block rewards, transaction fees, and, where applicable,

supplemental protocol incentives. Rewards are distributed directly by the Avalanche protocol to the Company’s designated wallet.

General and Administrative Expenses

General and administrative expenses consist primarily

of personnel-related costs, professional fees, and other corporate overhead expenses. For the three months ended March 31, 2026, general

and administrative expenses totaled $1.9 million. Personnel-related costs included $0.6 million of salary and bonus expense. Professional

fees totaled $1.0 million and were primarily attributable to legal, accounting and auditing, advisory, and other professional services,

incurred in part due to the Transaction and costs associated with being a public company. The remaining general and administrative expenses

consisted of insurance, technology, facilities, and other corporate costs incurred during the period.

Changes in Fair Value of Digital Assets

An unrealized loss of $46.2 million was recognized

during the three months ended March 31, 2026. The unrealized loss is driven by the unfavorable changes in digital asset fair value from

December 31, 2025 to March 31, 2026.

Realized Loss on Digital Assets

A realized loss of $0.5 million was recognized

during the three months ended March 31, 2026. The realized loss is primarily driven by sales of digital assets at price lower than the

balance sheet fair value.

Impairment of Digital Assets

The Company recognized $5.1 million of digital

asset impairment during the three months ended March 31, 2026 due to the change in fair value of stAVAX tokens held.

Other Income

Other income, net for the three months ended

March 31, 2026, was $24.8 million, primarily driven by changes in fair value of token sale liability. We recognized an unrealized gain

of $24.8 million related to changes in the token sale liability. Other income and interest income were less than $0.1 million .

Net Loss

Net loss for the three months ended March 31, 2026, was approximately

$26.8 million, primarily driven by an unrealized loss of $46.2 million from changes in the fair value of digital assets, $5.1 million

of digital asset impairment, and a $0.5 million realized loss on digital asset sales. These losses were partially offset by $24.8 million

of other income from an unrealized gain on the token sale liability and $2.1 million of staking revenue, net of fees. General and administrative

expenses of $1.9 million also contributed to the net loss.

Risks and Uncertainties Associated with Future

Results of Operations

We have a very limited operating history, which

makes it difficult to accurately forecast our future results of operations, and which is subject to a number of uncertainties, including

our ability to grow the value of our AVAX holdings, develop and implement our AVAX-focused infrastructure strategy and the market size

and growth opportunities in each of our anticipated lines of business.

Our ability to generate cash flow initially will

largely be dependent on our ability to raise capital to acquire additional AVAX, secure participation and contribution from AVAX holders

through in-kind investments, successfully apply yield generation strategies, financial trading strategies and risk-management techniques

in our active management of our AVAX holdings and develop or enter into partnerships for end-to-end AVAX-focused financial and technology

infrastructure. Our business strategy may not be realized as quickly as planned, or even at all. Further, even if we achieve growth in

the near term, in future periods that growth could slow or decline for a number of reasons, including, but not limited to, AVAX volatility,

increased competition, digital assets that compete with and may result in a decline in utilization of AVAX or replace AVAX, our inability

to develop, improve or effectively scale AVAX acquisition or to develop or enter into partnerships for AVAX-related infrastructure, government

regulation or our failure, for any reason, to continue to take advantage of any growth opportunities. For additional information see

the section titled “Risk Factors” in the Current Report on Form 8-K to which this Exhibit is attached.

Liquidity and Capital Resources

Overview

AVAT 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. AVAT’s management expects that future operating

losses and negative operating cash flows may increase because of additional costs and expenses related to the business operations and

the development of market and strategic relationships with other businesses.

As of March 31, 2026, we had cash of approximately

$1.2 million and a working capital deficit of $9.1 million.

For the three months ended March 31, 2026,

we reported a net loss of approximately $26.8 million. This net loss was primarily driven by factors that are inherently volatile and

subject to market conditions, including:

· Unrealized

losses related to digital asset holdings due to fluctuations in the market price;

· General and administrative

expenses associated with operating as a public company.

Because digital assets and derivative instruments

are measured at fair value, our results of operations may fluctuate significantly from period to period.

We do not maintain any committed external sources

of liquidity, including credit facilities or other financing arrangements. Our liquidity is derived primarily from cash on hand.

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 unaudited condensed financial statements are issued. Based on this assessment,

management has determined that the Company's liquidity condition, has materially improved as a result of (1) the successful completion

of the Business Combination and (2) the receipt of net loan proceeds at Closing. These events directly address the conditions previously

identified as raising substantial doubt including the Company's liquidity condition, recurring losses since inception and lack of committed

funding should the Business Combination not be consummated.

a result of the closing of the Business Combination, the Company received access to the capital and resources associated with the transaction,

which management believes will support the Company's operations and liquidity needs for at least the next twelve months from the date

of the filing of this Form 8-K.

Accordingly, management concluded that the Company’s

primary plan to alleviate substantial doubt, completion of the Business Combination, has now occurred. The uncertainties previously identified,

including the risk that the necessary shareholder approvals will be obtained and that the transaction might not be completed, have been

resolved. Based on the improved liquidity profile and the removal of the previously identified uncertainties, management has concluded

that substantial doubt about the Company's ability to continue as a going concern is alleviated for the twelve-month look-forward period

from the date of the filing of this Form 8-K.

Cash Flows

The following table summarizes the Company’s

cash flows for the periods indicated:

For the Three Months

Ended

March 31, 2026

CASH USED IN OPERATING ACTIVITIES

$ (1,059,087 )

CASH PROVIDED BY INVESTING ACTIVITIES

$ 1,000,000

CASH FLOWS USED IN FINANCING ACTIVITIES

$ (477,663 )

Cash Flows from Operating Activities

Net cash used in operating activities for the

three months ended March 31, 2026 was $1,059,087 and is primarily related to the net loss of $26.8 million, partially offset by a $24.8

million gain related to the change in fair value of the token sale liability, a $5.1 million impairment charge associated with stAVAX

digital assets, a $46.2 million loss from changes in the fair value of AVAX digital assets, and a $0.5 million realized loss on the disposition

of AVAX tokens.

Additional non-cash adjustments included digital

assets received through staking rewards and USDC received and recognized as other income.

Cash Flows from Investing Activities

Net cash provided by investing activities for

the three months ended March 31, 2026, was $1.0 million and was driven by proceeds from the disposal of USDC.

Cash Flows from Financing Activities

Net cash used in financing activities for the

three months ended March 31, 2026 was $477,663 and is primarily related to deferred transaction costs incurred in connection with the

planned business combination transaction and related capital markets activities.

Critical Accounting Estimates

Our financial statements and the accompanying

notes thereto included in the Current Report on Form 8-K to which this Exhibit is attached are prepared in accordance with U.S. GAAP

and pursuant to the accounting rules and regulations of the SEC. The preparation of financial statements requires us to make estimates

and assumptions that affect the reported amounts of assets, liabilities, costs and expenses and related disclosures. We base our estimates

on assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from our estimates.

To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial

condition, results of operations and cash flows will be affected.

We consider an accounting estimate to be critical if: (i) the accounting

estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii)

changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could

have used in the current period, would have a material impact on our financial condition or results of operations. There are items within

our unaudited condensed consolidated financial statements that require estimation but are not deemed critical, as defined above

Off-Balance Sheet Arrangements

Other than as otherwise described in the Current

Report on Form 8-K to which this Exhibit is attached, we do not have any off-balance sheet arrangements that have, or are reasonably

likely to have, a material current or future effect on our financial condition, changes in financial condition, revenues, expenses, results

of operations, liquidity, capital expenditures or capital resources.

Recent Accounting Pronouncements

See “Recent Accounting Pronouncements”

described in Note 3 of our unaudited condensed financial statements included elsewhere in the Current Report on Form 8-K to which this

Exhibit is attached.

Internal Control Over Financial Reporting

As a privately held company, we were not required

to assess and conclude on the effectiveness of our internal control over financial reporting in a manner that meets the standards of

publicly traded companies required by Section 404 of the Sarbanes-Oxley Act. However, during the preparation of our financial statements,

we identified a material weakness in our internal control over financial reporting. The PCAOB defines a material weakness as “a

deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility

that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely

basis.”

We did not design or maintain an effective control

environment commensurate with the financial reporting requirements applicable to U.S. listed companies, including adequate business processes,

systems, personnel and related internal controls. As a result, we identified the following material weakness:

· We

did not design and maintain effective controls over the financial reporting process, including

segregation of duties related to journal entries and account reconciliations.

We recognize that the material weakness described

above could result in misstatements to one or more account balances or disclosures, including substantially all financial statement accounts

and disclosures, that would result in a material misstatement to our annual or interim consolidated financial statements that would not

be prevented or detected on a timely basis.

We are in the process of implementing measures

designed to improve our internal control over financial reporting and remediate the control deficiencies that led to the material weakness:

· We

will continue to formalize and enhance policies and procedures regarding the financial reporting

process to support the effective deployment of management’s directives and control

activities, including that we plan to design and implement control activities in response

to the risks posed as a result of the lack of segregation of duties related to journal entries

and account reconciliations, including general controls over information systems. We will

clearly define responsibility and accountability for the timely execution of such policies

and procedures. In parallel, we will continue to design, implement and refine a comprehensive

set of controls over the financial consolidation and reporting process to support the accuracy,

completeness and timeliness of our financial statements.

We will not be able to fully remediate this material

weakness until the remediation plan described above has been fully implemented, the applicable controls have been operating for a sufficient

period of time, and we have concluded, through testing, that the newly implemented and enhanced controls are operating effectively. We

can give no assurance that the measures we have taken and plan to take in the future will remediate the material weakness in our internal

control over financial reporting or that it will prevent or avoid potential future material weaknesses. In addition, our current internal

control over financial reporting and disclosure controls and procedures, and any new internal control over financial reporting and disclosure

controls and procedures that we develop, may become inadequate because of changes in our business, operations and other factors, some

of which may be beyond our control. While we will work to remediate the material weakness as quickly and efficiently as possible, we

cannot at this time provide an expected timeline in connection with any remediation plan. These remediation measures may be time-consuming

and costly and might place significant demands on our financial and operational resources.

As permitted under the U.S. securities laws,

neither we nor our independent registered public accounting firm have performed or are required to perform a formal evaluation of the

effectiveness of our internal control over financial reporting pursuant to Section 404. It is possible that, had such an evaluation

been performed, additional material weaknesses or significant deficiencies may have been identified, and we may identify further material

weaknesses or significant deficiencies in our internal control over financial reporting in the future. Any failure to maintain effective

internal control over financial reporting could result in misstatements in our financial statements that could lead to a restatement

of our financial statements, cause us to fail to meet our reporting obligations or adversely affect investor confidence in our reported

financial and other information, which may result in a decline in the market price of our ordinary shares.

See the section titled “Risk Factors — We

have identified a material weakness in our internal control over financial reporting. If remediation of this material weakness is not

effective, if we experience additional material weaknesses, or if we otherwise fail to maintain an effective system of internal controls

in the future, we may not be able to accurately report their financial condition or results of operations.” in the Current

Report on Form 8-K to which this Exhibit is attached.

Emerging Growth Company Status

The Company is an emerging growth company, as

defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued

subsequent to the enactment of the JOBS Act, until such time as to those standards apply to private companies. The Company has elected

to use this extended transition period for complying with new or revised accounting standards that have different effective dates for

public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively

and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these unaudited condensed financial

statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective

dates.

Quantitative and Qualitative Disclosures about

Market Risk

The following discussion about our market risk

exposures involves forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements.

AVAX Market Price Risk

Our AVAX treasury assets are measured using observed

prices from active exchanges, which could result in volatility in our financial results in future periods. Adjustments are recorded in

net income through “gain (loss) on digital assets” on the statements of operations. Therefore, negative swings in the market

price of AVAX could have a material impact on our earnings and on the carrying value of our digital assets.

Custodian Risk

Pubco’s AVAX is held with third-party custodians,

which we select based on various factors, including their financial strength and industry reputation. Custodian risk refers to the potential

loss, theft or misappropriation of our AVAX assets due to operational failures, cybersecurity breaches or financial difficulties experienced

by these third parties. Although we periodically monitor the financial health, insurance coverage and security measures of our custodians,

reliance on such third parties inherently exposes us to risks that we cannot fully mitigate.