CODE OF ETHICS AND BUSINESS CONDUCT OF AVALANCHE TREASURY CORPORATIONIntroduction 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; andrequire 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.
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; andavoid 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; andany 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.
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; andin 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.
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.
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; andnot 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; andupon 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.
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.
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.
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.
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; andmaking physical threats.
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.
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.
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.
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: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.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.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.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. 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.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.Share knowledge and maintain skills important and relevant to the needs of the Corporation, its stockholders and other constituencies and the general public.Proactively promote ethical behavior among subordinates and peers in his or her work environment and community.Use and control all corporate assets and resources employed by or entrusted to him or her in a responsible manner.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.Comply in all respects with this Code.Advance the Corporation’s legitimate interests when the opportunity arises.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.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.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.
