Filed by Mountain Lake Acquisition Corp.
pursuant to Rule 425 under the Securities Act
of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Mountain Lake Acquisition Corp.
Commission File No. 001-42436
Avalanche Treasury Corporation
Date: November 20, 2025
As previously disclosed, on October 1, 2025, Mountain
Lake Acquisition Corp., a Cayman Islands exempt company (“Mountain Lake” or “SPAC”), and Avalanche Treasury Corporation,
a Delaware corporation (“Pubco”), issued a press release announcing that they had entered into a Business Combination Agreement
(the “Business Combination Agreement”), dated as of October 1, 2025, with Avalanche SPAC Merger Sub LLC, a Delaware limited
liability company (“SPAC Merger Sub”), Avalanche Company Merger Sub LLC, a Delaware limited liability company (the “Company
Merger Sub”), Avalanche Treasury Company LLC, a Delaware limited liability company (“Newco”), and Dragonfly Digital
Management, LLC, a Delaware limited liability company (the “Seller”).
On October 28, 2025, Bart Smith, CEO of Pubco
made the following statement on Pubco’s X account.
Haseeb Qureshi 00:00
I know that it’s been very difficult as of late for a lot of these
DATs to get off the ground. Tell us what that was like and how you pulled together 670 million.
Bart Smith: 00:10
Well, it was a good story, right? And so I think
that as we went out and went to investors, the thing that I found very encouraging, even as you say, was in the waning days of that the
traditional investors really were receptive to the story. When people think about blockchain and investing in blockchains, they generally
think about them for their network effects, or maybe as an operating system. You hear oftentimes, people talk about Microsoft is comparable
to some of these blockchains. And while I believe that’s true in the case of Avalanche, the way we really positioned it was as enterprise
software. This is the software that people are going to implement into their companies to make them more efficient and make them run faster,
and the same way that Oracle was the baseline database that every company built on in the 80s and 90s.
On October 21, 2025, Bart Smith, CEO of Pubco made the following statement
on Pubco’s X account.
Bart Smith 00:00
Being able to find other ways for our shareholders
to benefit. Investing into kind of builders, new protocols or L1s being built on the Avalanche ecosystem. It will offer people a broader
exposure to the ecosystem beyond just the token itself.
On October 16, 2025, Bart Smith, CEO of Pubco made the following statement
on Pubco’s X account.
Bart Smith 00:00
There is not going to be a winner take all, particularly
outside of Bitcoin, I think there’s going to be different blockchains that have different benefits that are going to be implemented
within business or finance or in gaming and ticketing. And so I believe that the business vertical is one that Avalanche is going to be
poised to win.
On October 14, 2025, Bart Smith, CEO of Pubco
made the following statement on Pubco’s X account.
Bart Smith 00:00
The idea of fully transparent blockchains being accepted by, you know,
institutions, particularly financial institutions. It’s an impossibility. It’s a non-starting point. This is one of the areas
where Avalanche is leading the pack. They’re working with J.P. Morgan and Apollo and KKR to help rebalancing, specifically on Avalanche
rails. It’s basically their own chain where they can customize it. They can permission it. So that’s very different, like
that’s enterprise software.
On November 4, 2025, Rob Hadick, Board Member
of Pubco made the following statement on Pubco’s X account.
Ben Murray 0:03
It was a pretty easy decision, even beyond the
fact that we’ve been big fans of the avalanche team and the folks building there, we really didn’t have another good choice from a technological
standpoint. It had to be avalanche.
Santiago Santos Roel 0:18
I’ve come from a world of investing in enterprise
software, and I think the best software is out of the box, and I think that’s what avalanche provides, which is this ability to have your
own L1 and have sufficient guarantees around performance and connectivity between other ecosystems.
Rockwell Shah 00:35
Avalanche has done an incredible job actually
building out the new use cases, like attracting developers who want to build substantive things. Avalanche, powering music and entertainment
and finance and movies. It’s powering so much of the real-world economy that’s coming on chain. It just means there’s a lot of longevity
there, which is great for us, because our data has to be stored for a really long time on chain.
David Sutter 1:01
From a technology perspective, it really provides
us a excellent foundation on which to build, whether it’s speed, scalability, privacy, there’s just a tremendous amount of excellent companies
that are building on Avalanche.
Will Nuelle 1:16
You know, I think, I think avalanche is infrastructure
is really purpose built. You get a lot of things out of the box. You get interoperability, you get consensus, you get low latencies, you
get high performance. I think Avalanche’s platform is just making it easier for everybody to build.
Travis Garett 1:32
Real banks are investing in avalanche, and Avalanche
is taking real world assets. They feel a lot more secure and trusted.
Rob Hadick 01:45
They’ve gotten companies like JP Morgan and Wisdom
Tree and Apollo to actually do things on chain, on avalanche.
John Timothy Gomez 01:50
We find that avalanche is the enterprise partner
in blockchain. We feel incredibly aligned, incredibly supported in the ecosystem, and it’s just been a pleasure working together
David Post 1:59
I think it’s really only possible on Avalanche,
and I don’t think you can say that about really any other technological advantage within industry.
Additional Information and Where to Find
It
Pubco and Newco intend
to file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 (as may be amended, the
“Registration Statement”), which will include a preliminary proxy statement of Mountain Lake and a prospectus (the “Proxy
Statement/Prospectus”) in connection with the business combination (“Business Combination”) between Mountain Lake, Pubco
and Newco and concurrent private placement of Newco units (the “Private Placement”, together with the Business Combination,
the “Proposed Transactions”). The definitive proxy statement and other relevant documents will be mailed to shareholders of
Mountain Lake as of a record date to be established for voting on the Business Combination and other matters as described in the Proxy
Statement/Prospectus. Mountain Lake and/or Pubco will also file other documents regarding the Proposed Transactions with the SEC. This
communication does not contain all of the information that should be considered concerning the Proposed Transactions and is not intended
to form the basis of any investment decision or any other decision in respect of the Proposed Transactions. BEFORE MAKING ANY VOTING OR
INVESTMENT DECISION, SHAREHOLDERS OF MOUNTAIN LAKE AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY
STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR
THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH MOUNTAIN LAKE’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING
OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE PROPOSED TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE
THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT MOUNTAIN LAKE, NEWCO, PUBCO AND THE PROPOSED TRANSACTIONS. Investors and security
holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed
or that will be filed with the SEC by Mountain Lake and Pubco, without charge, once available, on the SEC’s website at www.sec.gov
or by directing a request to: Mountain Lake Acquisition Corp., 930 Tahoe Blvd STE 802 PMB 45, Incline Village, NV 89451; phone number:
(775) 204-1489.
NEITHER THE SEC NOR ANY
STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE PROPOSED TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS
OF THE BUSINESS COMBINATION OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION.
ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
The Newco units to be
issued by Newco have not been registered under the Securities Act and may not be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements of the Securities Act.
Participants in
the Solicitation
Mountain Lake, Pubco, Newco and their respective
directors and executive officers may be deemed under SEC rules to be participants in the solicitation of proxies from Mountain Lake’s
shareholders in connection with the Business Combination. A list of the names of such directors and executive officers, and information
regarding their interests in the Business Combination and their ownership of Mountain Lake’s securities are, or will be, contained
in Mountain Lake’s filings with the SEC. Additional information regarding the interests of the persons who may, under SEC rules,
be deemed participants in the solicitation of proxies of Mountain Lake’s shareholders in connection with the Business Combination,
including the names and interests of Newco and Pubco’s directors and executive officers, will be set forth in the Proxy Statement/Prospectus,
which is expected to be filed by Pubco and Newco with the SEC. Investors and security holders may obtain free copies of these documents
as described in the preceding paragraph.
No Offer or Solicitation
The information contained
hereto is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization with respect
to any securities or in respect of the Proposed Transactions and shall not constitute an offer to sell or exchange, or a solicitation
of an offer to buy or exchange the securities of Mountain Lake, Newco or Pubco, or any commodity or instrument or related derivative,
nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would
be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall
be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult
with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.
Forward-Looking Statements
This communication contains certain forward-looking
statements within the meaning of the U.S. federal securities laws with respect to the parties and the Proposed Transactions, including,
expectations, hopes, beliefs, intentions, plans, prospects, financial results, strategies and other statements relating to Mountain Lake,
Pubco, Newco and the Proposed Transactions and statements regarding the anticipated benefits and timing of the completion of the Proposed
Transactions, the assets held by Newco, the price and volatility of AVAX, AVAX’s growing prominence as a digital asset and as the
foundation of a new monetary system, AVAX’s ability to hedge inflation and economic uncertainty, Pubco’s listing on an applicable
securities exchange, the economic conditions surrounding AVAX, Pubco’s planned business strategy including Pubco’s ability
to grow its shareholders’ ownership of AVAX over time, generate AVAX yield, partner with AVAX technology companies and produce and
provide AVAX-related advisory and other services, Pubco’s ability to offer different areas of value creation for shareholders, direct
investment of Pubco into protocols and L1s building on top of the Avalanche network, Pubco’s ability to catalyze the fusion of AVAX
into finance and capital markets, Pubco’s ability to access legacy AVAX investors, any projected outcomes or expectations of crypto
treasury strategies or businesses, expectations of AVAX to perform as a superior treasury asset, Pubco’s plans and use of proceeds,
objectives of management for future operations of Pubco, pro forma ownership of Pubco, the upside potential and opportunity for investors
relating to participation in the Private Placement or any future securities resulting from any Proposed Transactions, any pro forma values
associated with any Proposed Transactions or with Pubco, any proposed transaction structures and offering terms, plans and expectations
for AVAX adoption, value creation, investor benefits and strategic advantages, market size and growth opportunities, regulatory conditions,
competitive position and the interest of other corporations in similar business strategies, technological and market trends, future financial
condition and performance and expected financial impacts of the Proposed Transactions, any expected benefits, future scaling and efficiency
upgrades associated with AVAX and any expectations, intentions, strategies, assumptions or beliefs about future events, results of operations
or performance or 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 predictions, projections
and other statements about future events or conditions that are based on current expectations and assumptions and, as a result, are subject
to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in
this Communication, including, but not limited to: the risk that the Proposed Transactions may not be completed in a timely manner or
at all, which may adversely affect the price of Mountain Lake’s securities; the risk that the Business Combination may not be completed
by Mountain Lake’s business combination deadline; the failure by the parties to the Business Combination Agreement to satisfy the
conditions to the consummation of the Business Combination, including the approval of Mountain Lake’s shareholders, or any of the
Private Placement; failure to realize the anticipated benefits of the Proposed Transactions; the level of redemptions of Mountain Lake’s
public shareholders which may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation,
listing, or trading of the Pubco Class A stock; the lack of a third-party fairness opinion in determining whether or not to pursue the
Business Combination; the failure of Pubco to obtain or maintain the listing of its securities any stock exchange on which Pubco Class
A Stock will be listed after closing of the Business Combination; costs related to the Proposed Transactions and as a result of becoming
a public company; changes in business, market, financial, political and regulatory conditions; risks relating to Pubco’s anticipated
operations and business, including the highly volatile nature of the price of AVAX; the risk that Pubco’s stock price will be highly
correlated to the price of AVAX and the price of AVAX may decrease at any time after the closing of the Proposed Transactions; risks related
to increased competition in the industries in which Pubco will operate; risks relating to significant legal, commercial, regulatory and
technical uncertainty regarding AVAX; risks relating to the treatment of crypto assets for U.S. and foreign tax purposes; risks that after
consummation of the Business Combination, Pubco experiences difficulties managing its growth and expanding operations; challenges in implementing
Pubco’s business plan, including AVAX-related advisory services and other AVAX-related services, due to operational challenges,
significant competition and regulation; being considered to be a “shell company” by any stock exchange on which Pubco Class
A Stock will be listed or by the SEC, which may impact the ability to list Pubco Class A Stock and restrict reliance on certain rules
or forms in connection with the offering, sale or resale of securities; the outcome of any potential legal proceedings that may be instituted
against Newco, Mountain Lake, Pubco or others following announcement of the Business Combination; and those risk factors discussed in
documents of Pubco, Newco, or Mountain Lake filed, or to be filed, with the SEC.
The foregoing list of risk factors is not exhaustive.
You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors”
section of the final prospectus of Mountain Lake dated as of December 12, 2024 and filed by Mountain Lake with the SEC on December 13,
2024, Mountain Lake’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q on file, and to be filed, with the SEC and
the Proxy Statement/Prospectus that will be filed by Pubco and Newco, and other documents filed by Mountain Lake and Pubco from time to
time with the SEC. These filings do or will identify and address other important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the forward-looking statements. There may be additional risks that none of Mountain
Lake, Pubco or Newco presently know or that none of Mountain Lake, Pubco or Newco currently believe are immaterial that could also cause
actual results to differ from those contained in the forward-looking statements.
Forward-looking statements speak only as of the
date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and none of Mountain Lake, Pubco or
Newco assumes any obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information,
future events, or otherwise. None of Mountain Lake, Pubco or Newco gives any assurance that any of Mountain Lake, Newco or Pubco will
achieve its expectations. The inclusion of any statement in this Communication does not constitute an admission by Mountain Lake, Pubco
or Newco or any other person that the events or circumstances described in such statement are material.
