As filed with the Securities and Exchange Commission on September 25, 2026

Registration No. 333-

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 

Avalanche Treasury Corporation

(Exact name of registrant as specified in its charter)

 

Delaware   39-4863126
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
     
11 W. 42nd Street 2nd Floor, New York, NY 10036   10036
(Address of Principal Executive Offices)   (Zip Code)

 

Avalanche Treasury Corporation 2026 Omnibus Incentive Plan

(Full title of the plans)

 

 

Corporation Service Company

251 little Falls Drive, Wilmington,

County of New Castle, Delaware 19808

(Name and address of agents for service)

 

(800) 927-9800

(Telephone number, including area code, of agent for service)

 

Copies to:

 

Lorenzo Corte, Esq.

Maria Protopapa, Esq.

Skadden, Arps, Slate, Meagher & Flom (UK) LLP

22 Bishopsgate

London EC2N 4BQ

United Kingdom

+44 20 7519 7000

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨ Accelerated filer ¨
       
Non-accelerated filer x Smaller reporting company x
       
    Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

 

 

 

 

 

 

Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

Item 1.Plan Information.*

 

Item 2.Registrant Information and Employee Plan Annual Information.*

 

Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.Incorporation of Documents by Reference.

 

Avalanche Treasury Corporation (the “Registrant”) hereby incorporates by reference into this Registration Statement the following documents:

 

(a)The Registrant’s Current Reports on Form 8-K filed with the SEC on September 9, 2026, August 26, 2026, August 26, 2026, August 7, 2026, July 16, 2026, July 16, 2026, July 6, 2026, June 17, 2026, June 11, 2026 and May 29, 2026;

  

(b)The Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, filed with the SEC on June 29, 2026;

 

(c)The Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, filed with the SEC on August 19, 2026;

 

(d)The Registrant’s prospectus, dated July 27, 2026, filed pursuant to Rule 424(b) under the Securities Act on May 14, 2026, relating to the Registrant’s registration statement on Form S-1 filed with the SEC on July 10, 2026 (File No. 333-297374), as amended, which contains audited financial statements for the Registrant’s latest fiscal year for which such statements have been filed; and

 

(e)The description of the Registrant’s Class A common stock contained in the Registrant’s registration statement on Form 8-A filed with the SEC on June 11, 2026 (File No. 001-43345), to register such securities under the Securities Exchange Act of 1934 (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

 

In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents with the SEC.

 

Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement, or in any other subsequently filed document that also is or is deemed to be incorporated by reference in this Registration Statement, modifies or supersedes such prior statement. Any statement contained in this Registration Statement shall be deemed to be modified or superseded to the extent that a statement contained in a subsequently filed document that is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

 

*The information specified in Part I of Form S-8 is omitted from this Registration Statement on Form S-8 (this “Registration Statement”). Documents containing such information have been or will be sent or delivered to participants in the Avalanche Treasury Corporation 2026 Omnibus Incentive Plan (the “2026 Plan”) as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”), and the instructions to Form S-8. Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the “SEC”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

 

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Under no circumstances will any information furnished under Items 2.02 or 7.01 of Current Report on Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.

 

Item 4.Description of Securities.

 

Not applicable.

 

Item 5.Interests of Named Experts and Counsel.

 

Not applicable.

 

Item 6.Indemnification of Directors and Officers.

 

Section 145 of the Delaware General Corporation Law (“DGCL”) authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers under certain circumstances and subject to certain limitations. The terms of Section 145 of the DGCL are sufficiently broad to permit indemnification under certain circumstances for liabilities, including reimbursement of expenses incurred, arising under the Securities Act.

 

The Registrant’s Amended and Restated Certificate of Incorporation and Bylaws provide that no director of the Registrant will be personally liable to the Registrant or its stockholders for monetary damages for any breach of fiduciary duty as a director of the Registrant, except to the extent such exemption from liability or limitation is not permitted under the DGCL, as may be amended, or for liability of:

 

·a director or officer for any breach of the director’s or officer’s duty of loyalty to the Registrant or its stockholders;

 

·a director or officer for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

 

·a director under Section 174 of the DGCL;

 

·a director or officer for any transaction from which the director derived an improper personal benefit; or

 

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·an officer in any action by or in the right of the Registrant.

 

The Registrant’s Amended and Restated Bylaws provide that the Registrant will indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Registrant), by reason of the fact that such person is or was a director of officer of the Registrant, as the latter term is defined in Section 16 of the Exchange Act, or is or was a director or officer of the Registrant serving at the request of the Registrant as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Registrant, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful.

 

The Registrant’s Amended and Restated Bylaws also provide that the Registrant shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Registrant to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Registrant, as the latter term is defined in Section 16 of the Exchange Act, or is or was a director or officer of the Registrant serving at the request of the Registrant as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Registrant.

 

The Registrant has entered into indemnification agreements with each of its directors and officers that provide for, among other things, indemnification to the fullest extent permitted by law against any and all expenses, judgments, fines, penalties, and amounts paid in settlement (with the Registrant’s consent) of any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative. The indemnification agreements also provide for the advancement or payment of all expenses to the Registrant’s directors and officers and for reimbursement of such advanced expenses to the Registrant if it is found that such director or officer is not entitled to such indemnification under applicable law.

 

The Registrant maintains a general liability insurance policy that covers certain liabilities of the directors and officers of the Registrant arising out of claims based on acts or omissions in their capacities as directors or officers.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or persons who control the Registrant pursuant to the foregoing provisions, the Registrant has been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

Item 7.Exemption from Registration Claimed.

 

Not applicable.

 

4

 

 

Item 8.Exhibits.

 

The following exhibits are filed herewith or incorporated herein by reference.

 

Exhibit
Number
  Description
3.1   Amended and Restated Certificate of Incorporation of Avalanche Treasury Corporation (incorporated by reference to Exhibit 3.1 to Avalanche Treasury Corporation’s Current Report on Form 8-K filed with the SEC on June 17, 2026).
3.2   Amended and Restated Bylaws of Avalanche Treasury Corporation (incorporated by reference to Exhibit 3.2 to Avalanche Treasury Corporation’s Current Report on Form 8-K filed with the SEC on June 17, 2026).
5.1*   Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
23.1*   Consent of CBIZ CPAs P.C. with respect to the financial statements of Avalanche Treasury Company, LLC.
23.2*   Consent of CBIZ CPAs P.C. with respect to the financial statements of Avalanche Treasury Corporation.
23.3*   Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).
24.1*   Power of Attorney (included on the signature page of this Registration Statement).
99.1   Avalanche Treasury Corporation 2026 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to Avalanche Treasury Corporation’s Registration Statement on Form S-1 filed with the SEC on July 10, 2026).
107*   Filing Fee Table.

 

 

*            Filed herewith.

 

Item 9.Undertakings.

 

A. The undersigned Registrant hereby undertakes:

 

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and

 

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) of this Section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

 

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereby, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on September 25, 2026.

 

  AVALANCHE TREASURY CORPORATION
   
    /s/ Gerald Bartholomew Smith
  Name: Gerald Bartholomew Smith
  Title: Chief Executive Officer

 

 

 

 

POWER OF ATTORNEY

 

We, the undersigned directors and officers of the Registrant, hereby severally constitute and appoint Gerald Bartholomew Smith, Sean Ostrower and Laine Mihalchick Moljo our true and lawful attorneys, with full power of substitution, to do any and all acts and all things and to execute any and all instruments which said attorneys and agents may deem necessary or desirable to enable the Registrant to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, including, without limitation, to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-8 (this “Registration Statement”) to be filed with the SEC, and any and all pre-effective and post-effective amendments or supplements to this Registration Statement (whether such amendments or supplements are filed before or after the effective date of this Registration Statement), and any related registration statement filed pursuant to Rule 462 under the Securities Act, and any and all instruments or documents filed as part of or in connection with this Registration Statement or any and all amendments thereto (whether such amendments are filed before or after the effective date of this Registration Statement); and each of the undersigned hereby ratifies and confirms all that such attorneys and agents shall do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature   Title   Date
         
/s/ Gerald Bartholomew Smith   Chief Executive Officer and Director   September 25, 2026
Gerald Bartholomew Smith   (Principal Executive Officer)    
         
/s/ Sean Ostrower   Chief Financial Officer   September 25, 2026
Sean Ostrower   (Principal Financial Officer and Principal
Accounting Officer)
   
         
/s/ Paul Grinberg   Director   September 25, 2026
Paul Grinberg        
         
/s/ Robert Hadick   Director   September 25, 2026
Robert Hadick        
         
/s/ Virginia Gambale   Director   September 25, 2026
Virginia Gambale        

 

 

 


ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

EXHIBIT 5.1

EXHIBIT 23.1

EXHIBIT 23.2

EX-FILING FEES

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