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As filed with the Securities and Exchange Commission on April 28, 2026.

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Registration No. 333-294684

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2 to

FORM S-4

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REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Avalanche Treasury Corporation

(Exact name of registrant as specified in its charter)

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For co-registrant, see “Table of Co-Registrant” on the following page

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Avalanche Treasury Company, LLC

11 W. 42^nd Street 2^nd Floor

New York, NY 10036

332-240-11155

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Corporation Service Company
251 Little Falls Drive, Wilmington,

County of New Castle, Delaware 19808
800-927-9800

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

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Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

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If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

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If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or 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.

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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. ☐

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If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

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Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

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The registrant and co-registrant hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant and co-registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

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TABLE OF CO-REGISTRANT

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PRELIMINARY PROXY STATEMENT/PROSPECTUS, SUBJECT TO COMPLETION,
DATED APRIL 28, 2026

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING IN LIEU OF AN ANNUAL
GENERAL MEETING OF SHAREHOLDERS OF MOUNTAIN LAKE ACQUISITION CORP.

AND
PROSPECTUS FOR

55,468,670 SHARES OF CLASS A COMMON STOCK

AND

5,805,638 SHARES OF CLASS B COMMON STOCK

OF AVALANCHE TREASURY CORPORATION

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To the Shareholders of Mountain Lake Acquisition Corp. (“MLAC Shareholders”):

You are cordially invited to attend the extraordinary general meeting in lieu of an annual general meeting (the “Meeting”) of the shareholders of Mountain Lake Acquisition Corp., a Cayman Islands exempted company (“MLAC”), which will be held at              , Eastern Time, on           , 2026. The Meeting will be held at 1345 Avenue of the Americas, New York, NY 10105 and virtually over the Internet by means of a live audio webcast. You or your proxyholder will be able to attend and vote at the Meeting in person or by visiting https://www.cstproxy.com/mountainlakeacquisition/2026 and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the Meeting, registered shareholders and beneficial owners (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement/prospectus. This proxy statement/prospectus includes additional instructions on how to access the Meeting and how to listen, vote and submit questions from home or any remote location with Internet connectivity.

MLAC is a Cayman Islands exempted company incorporated as a blank check company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as an “acquisition target.”

On October 1, 2025, MLAC, Avalanche Treasury Corporation, a Delaware corporation (“Pubco”), 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”) and Dragonfly Digital Management, LLC, a Delaware limited liability company (“Seller”) entered into a business combination agreement (as amended, restated or otherwise modified from time to time, the “Business Combination Agreement”).

Pursuant to the Business Combination Agreement, and subject to the terms and conditions set forth therein, upon the consummation of the transactions contemplated thereby (the “Closing” and the date and time at which the Closing is actually held, the “Closing Date”), (a) prior to the Closing, MLAC will effect 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 will transfer by way of continuation to and become a Delaware corporation, (b) at least two hours after the Domestication, MLAC Merger Sub will merge with and into MLAC in accordance with the applicable provisions of the DGCL and the and the 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”) held by such shareholder, and with each holder of MLAC Rights receiving one share of Pubco Class A Stock in exchange for every ten (10) MLAC Rights held by such holder and (c) Company Merger Sub will merge 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, including the Foundation Transaction, the Dragonfly Contribution and the Company Unit Subscription, in each case as defined herein, the “Transactions”), and with (i) each Company Member other than Seller receiving one share of Pubco Class A Stock for each Company Unit held immediately prior to the effective time of the Company Merger and (ii) Seller 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 it holds. As a result of the Mergers and the other transactions contemplated by the Business Combination Agreement, upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with applicable law, Pubco will become a publicly traded company.

On January 13, 2026 and on March 17, 2026, MLAC, Pubco, the Pubco Subsidiaries, the Company, Dragonfly Ventures L.P. and Dragonfly Ventures II, L.P. (the “Funds” or “DVs”) and together with other Seller controlled vehicles (the “Seller Related Parties”) and Astral Horizon, L.P., a Delaware limited partnership (“Astral”) entered into certain amendments to the Business Combination Agreement, effective as of October 1, 2025.

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Astral is a Delaware limited partnership whose general partner is Astral Horizon GP, LLC. The limited partners of Astral are certain senior managers and employees of the Seller and the general partners of the DVs. Astral Horizon GP, LLC is managed by some of the same individuals who serve as the managers of the general partners of the DVs. Accordingly, Astral is a related party to the Seller Related Parties by virtue of common management and overlapping ownership among their respective principals. The 4,000,000 newly issued Pubco Class A Stock Astral is entitled to receive as additional consideration for the Company Merger (the “Additional Merger Consideration Shares”) are being issued to Astral in consideration for advisory and strategic services provided by Astral’s limited partners in connection with the structuring and execution of the Business Combination and the establishment of Pubco. Such services included, but were not limited to:

Consequently, (i) on January 13, 2026, the Parties entered into the First Amendment to the Business Combination Agreement, pursuant to which, inter alia, the 4,000,000 Additional Merger Consideration Shares (i.e., the 2,000,000 Astral Post-Closing Shares and the 2,000,000 Astral Earnout Shares) will be issued, on the Company Merger Effective Date, to Astral (the Astral Earnout Shares being held in escrow for the Escrow Period only to be released in accordance with the Astral Escrow Agreement); and (ii) on March 17, 2026, the Parties entered into the Second Amendment to the Business Combination Agreement, pursuant to which the issuance by Pubco to Astral of the 2,000,000 Astral Post-Closing Shares will occur on the thirtieth (30th) calendar day following the Closing Date, rather than on the Company Merger Effective Date.

Concurrently with the signing of the Business Combination Agreement, on October 1, 2025, 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, USD Coin (“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 (the “Company Unit Subscription”), upon the terms and subject to the conditions set forth therein. 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 (“Stated AVAX Amount”) multiplied by the applicable signing AVAX price (“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 (“Stated Dollar Amount”) or the stated USDC amount (“Stated USDC Amount”) (as applicable), in each case divided by $10.00 (the “Per Unit Price”).

Each Company Unit Investor was required to fund its respective cash or USDC within three business days following the execution date of the Company Unit Subscription Agreement, and to fund its respective AVAX as soon as reasonably possible after the execution date of the Company Unit Subscription Agreement, in any case on or prior to November 7, 2025, in accordance with the terms of the Company Unit Subscription Agreements. At the Company Merger Effective Time, each Company Unit held by Company Unit Investors will be converted automatically into one share of Pubco Class A Stock.

Concurrently with the execution of the Business Combination Agreement and the TSA (as defined herein), 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 sale 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”), and (b) Seller agreed to contribute, directly and indirectly through Dragonfly Ventures L.P. and Dragonfly Ventures II, L.P. (the “Funds”) and together with other Seller controlled vehicles (the “Seller Related Parties”), 1,960,040 AVAX in exchange for 5,805,638 Company Units at the Per Unit Price, with an approximate value of $58 million (the “Dragonfly Contribution”).

Concurrently with the execution of the Business Combination Agreement and the Contribution Agreement, the Company, Pubco, the Foundation entered into the TSA, pursuant to which, on the date of the Business Combination Agreement, the Foundation agreed to sell 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 (the “Foundation Shares”). If at any time following the Closing Date, the Pubco Class A Stock cease to be nonvoting securities and at such time the Foundation owns a number of Foundation Shares in excess of 4.7% of the then-outstanding Pubco Class A Stock (the

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“Maximum Percentage”), the Foundation may request to exchange the number of Foundation Shares in excess of the Maximum Percentage for an equal number of pre-funded warrants convertible, at the Foundation’s request, into Pubco Class A Stock on a one-to-one basis, and the Company shall issue such number of pre-funded warrants convertible into Pubco Class A Stock in exchange for Foundation Shares in excess of the Maximum Percentage, prior to the time the Pubco Class A Stock converts into voting securities. The AVAX tokens delivered pursuant to the Foundation Transaction are subject to certain restrictions for 5 years following the date of the TSA.

Concurrently with the execution of the Business Combination Agreement, MLAC entered into a Sponsor Support Agreement with Mountain Lake Acquisition Sponsor LLC (the “Sponsor”) and Pubco (the “Sponsor Support Agreement”), pursuant to which, among other things, the Sponsor agreed (i) to vote its MLAC Class A Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of MLAC (the “MLAC Class B Ordinary Shares” and together with the MLAC Class A Ordinary Shares, the “MLAC Ordinary Shares”) in favor of the Business Combination Agreement, the Transactions and the Business Combination Proposal, (ii) to vote its MLAC Ordinary Shares against any alternative transactions, (iii) to comply with the restrictions imposed by the letter agreement, dated as of December 12, 2024 (the “Insider Letter”), by and among MLAC, the Sponsor and the officers and directors of MLAC at the time of its initial public offering, including the restrictions on transfer and redemption of MLAC Ordinary Shares in connection with the Transactions, and (iv) subject to and conditioned upon the Closing, to waive any anti-dilution rights that would otherwise result in the MLAC Class B Ordinary Shares converting into MLAC Class A Ordinary Shares on a greater than one-for-one basis.

In addition, the Sponsor 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, (i) immediately prior to the MLAC Merger Effective Time, the Sponsor will deliver to MLAC for cancellation 495,000 MLAC Private Placement Shares and 4,387,500 MLAC Founder Shares, and (ii) at the Closing 1,600,000 shares of Pubco Class A Stock will be issued to the Sponsor (of the total 2,800,000 shares to be issued to the Sponsor as a result of the MLAC share conversion) (the “Sponsor Earnout Shares”) and deposited into an escrow account with Continental Stock Transfer and Trust Company. The Sponsor Earnout Shares will be released to the Sponsor in tranches pursuant to the Sponsor Support Agreement and an escrow agreement that shall be in a form to be mutually agreed upon by the Sponsor, Seller, Pubco and the escrow agent prior to the Closing (the “Sponsor Escrow Agreement”). The Sponsor 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 earnout period in the event that not all of the triggering events are achieved by Pubco.

Concurrently with the Closing, MLAC, the Sponsor and the MLAC Insiders will enter into a Lock-Up Agreement with Pubco (the “Sponsor Lock-Up Agreement”), and certain holders of shares of Pubco Stock will also enter into a Lock-Up Agreement with Pubco in substantially the same form as the Sponsor Lock-Up Agreement (the “Seller Lock-Up Agreement,” collectively with the Sponsor Lock-Up Agreement, the “Lock-Up Agreements”), pursuant to which such parties will agree that the shares of Pubco Class A Stock received by them in connection with the Business Combination, and any other securities convertible into or exercisable or exchangeable for Pubco Stock, will be subject to transfer restrictions, as described below, with certain customary exceptions.

Concurrently with the Closing, Pubco, MLAC, the Sponsor, Seller, Avalanche BVI, Avalanche Cayman and certain security holders shall enter into an amended and restated registration rights agreement, which will add Pubco as a party (the “Amended and Restated Registration Rights Agreement”), and 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, Seller and the Foundation, 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, and will become effective upon the Closing and will supersede MLAC’s existing registration rights agreement in its entirety.

Upon the completion of the Transactions, the Seller and the Seller Related Parties will be issued 5,805,638 shares of Pubco Class A Stock and 5,805,638 shares of Pubco Class B Stock.

Upon the completion of the Transactions, and assuming, among other things, that no Public Shareholders exercise redemption rights with respect to their Public Shares upon completion of the Business Combination, that no shares of Pubco Class A Stock are issued pursuant to the Pubco 2026 Omnibus Incentive Plan to be adopted prior to Closing, as amended from time to time (the “Incentive Plan”) and that no Adjustment Units are issued pursuant to the Company Unit Subscription Agreements, (i) Public Shareholders (including MLAC Right Holders), (ii) the Company Unit Investors, (iii) the Sponsor and its Affiliates, (iv) the Foundation, (v) Astral and (vi) Seller Related Parties will own approximately 41.8%, 35.7%, 4.6%, 5.0%, 3.3% and 9.6% of the issued and outstanding shares of Pubco Class A Stock, respectively, and approximately 0%, 0%, 0%, 0%, 0% and 100% of the issued and outstanding shares of Pubco Class B Stock, respectively. Assuming that no Public Shareholders exercise redemption rights with

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respect to their Public Shares upon completion of the Business Combination, the aggregate value of consideration the Public Shareholders (including MLAC Right Holders) will receive is $253,000,000 consisting of 25,300,000 shares of Pubco Stock; the aggregate value of consideration the MLAC Right Holders will receive is $23,000,000 consisting of 2,300,000 shares of Pubco Stock; the aggregate value of consideration the Public Shareholders (exclusive of the MLAC Right Holders) will receive is $230,000,000 consisting of 23,000,000 shares of Pubco Stock; and the aggregate value of consideration Astral will receive is $40,000,000 consisting of 4,000,000 shares of Pubco Stock.

Each holder of shares of Pubco Class A Stock will have no voting rights, except (i) as required by the DGCL or (ii) on any matter that adversely affects them relative to holders of any other class of stock of Pubco, until all shares of Pubco Class B Stock are canceled. Once all shares of Pubco Class B Stock are canceled, holders of Pubco Class A Stock will acquire full voting rights. Each holder of shares of Pubco Class B Stock will be entitled to one vote for each share of Pubco Class B Stock held of record by such holder on all matters on which stockholders are generally entitled to vote. Therefore under the above assumptions, (i) Public Shareholders (including MLAC Right Holders), (ii) the Company Unit Investors, (iii) the Sponsor and its Affiliates, (iv) the Foundation, (v) Astral and (vi) Seller Related Parties will have approximately 0%, 0%, 0%, 0%, 0% and 100% of the voting power of Pubco, respectively, following the Business Combination.

The price per share of Pubco Class A Stock is $10.00 for (i) Public Shareholders (including MLAC Right Holders), (ii) the Company Unit Investors, (iii) the Sponsor and its Affiliates, (iv) the Foundation, (v) Astral and (vi) Seller Related Parties. The value of the consideration that the Public Shareholders are each receiving in connection with the Business Combination is thus $10.00 per share.

The aggregate value of the total consideration that the Sponsor and its Affiliates will receive, comprising shares of Pubco Class A Stock valued at $10.00 per share, is $28,000,000, assuming, among other things, that all Sponsor Earnout Shares are released from Escrow to the Sponsor and that no Public Shareholders exercise redemption rights with respect to their Public Shares upon completion of the Business Combination.

Pursuant to the Business Combination Agreement, Seller will receive an equal number of shares of both Pubco Class A and Pubco Class B Stock equal to the dollar value of 1,960,040 AVAX pursuant to the Contribution Agreement, using the Signing Price, divided by $10.00. The value of the total consideration that Seller and its affiliates will receive, comprising an equal number of shares of Pubco Class A Stock and Pubco Class B Stock, together valued at $10.00 per share, is $58,056,384.

On the basis of the foregoing and with the price per share of Pubco Class A Stock assumed at $10.00, the aggregate value of the consideration in Pubco Stock offered pursuant to this registration statement is $554,686,704, comprising $230,000,000 consisting of 23,000,000 shares of Pubco Stock to the Public Shareholders (exclusive of the MLAC Right Holders); $23,000,000 consisting of 2,300,000 shares of Pubco Stock to the MLAC Right Holders; $28,000,000 consisting of 2,800,000 shares of Pubco Stock to the Sponsor and its Affiliates; $58,056,384 consisting of 5,805,638 shares of Pubco Class A Stock and 5,805,638 shares of Pubco Class B Stock to the Seller Related Parties and $215,630,320 consisting of 21,563,032 shares of Pubco Stock to the Company Unit Investors.

Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the Meeting scheduled to be held on            , 2026.

The MLAC Class A Ordinary Shares, MLAC Units and the MLAC Share Rights are currently listed on The Nasdaq Global Market under the symbols “MLAC,” “MLACU” and “MLACR,” respectively. If Pubco’s application for listing is approved, shares of Pubco Class A Stock are expected to be traded on Nasdaq under the symbol “AVAT” at the Closing. The MLAC Class A Ordinary Shares, MLAC Units and MLAC Share Rights will not trade after the Closing.

Each of MLAC and Pubco is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to comply with certain reduced public company reporting requirements. Pubco is, and will be, after the consummation of the Business Combination, considered a “controlled company” under Nasdaq Rules, and may be exempt from certain corporate governance requirements thereunder.

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When holders (the “Public Shareholders”) of MLAC Class A Ordinary Shares issued in the initial public offering of MLAC (the “MLAC IPO” and such shares, the “Public Shares”) consider the recommendation of the board of directors of MLAC (the “MLAC Board”) in favor of approval of the Business Combination and the other proposals discussed in this proxy statement/prospectus (the “Proposals”), Public Shareholders should keep in mind that the Sponsor and its Affiliates have interests in the Proposals that are different from, or in addition to (and which may conflict with), the interests of a Public Shareholder as an MLAC Shareholder. For instance, the Sponsor will benefit from the completion of any business combination and may be incentivized to complete a business combination that is less favorable to shareholders rather than liquidating MLAC. Among other things:

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Interests of Pubco’s Directors and Executive Officers in the Business Combination

In considering the recommendation of the MLAC Board to vote in favor of approval of the Proposals, unaffiliated MLAC Shareholders should keep in mind that the directors and executive officers of Pubco have interests in such Proposals that are different from or in addition to, those of unaffiliated MLAC Shareholders. In particular:

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For more information about the potential conflicts of interest, the nature of compensation and the potential dilutive impact of such interests held by the Sponsor and its Affiliates and Pubco’s directors and officers, see the following sections in the accompanying proxy statement/prospectus:

In addition, you should carefully consider the matters discussed under the heading entitled “Risk Factors” beginning on page 40 of the accompanying proxy statement/prospectus.

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Consideration to be Received by, and Securities to be Issued to, the Sponsor and Affiliates

Set forth below is a summary of the terms and amount of the consideration received or to be received by the Sponsor and Affiliates in connection with the Transactions, the amount of securities issued or to be issued by Pubco to the Sponsor and Affiliates and the price paid or to be paid or consideration provided for such securities or any related financing transaction.

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Because the Sponsor acquired its 7,187,500 MLAC Class B Ordinary Shares at a nominal price, the Public Shareholders will incur substantial and immediate dilution upon the Closing of the Business Combination. See the sections titled “Summary of the Proxy Statement/Prospectus — Dilution,” “Risk Factors — Risks Related to the Business Combination — The value of the MLAC Class B Ordinary Shares following completion of the Business Combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of shares of Pubco Class A Stock at such time is substantially less than $10.00 per share, which may create an economic incentive for the MLAC management team to pursue and consummate the Business Combination which differs from the Public Shareholders” and “Risk Factors — Risks Related to the Business Combination — Public Shareholders who do not redeem their Public Shares will experience substantial and immediate dilution upon Closing of the Business Combination as a result of the MLAC Class B Ordinary Shares held by the Sponsor, since the value of the MLAC Class B Ordinary Shares is likely to be substantially higher than the nominal price paid for them, as well as a result of the issuance of the shares of Pubco Stock in the Business Combination and as a result of the conversion of the Company Units.”

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After careful consideration, the MLAC Board has unanimously approved the Business Combination Agreement and the other Proposals described in the accompanying proxy statement/prospectus and the MLAC Board has determined that it is advisable to consummate the Business Combination. The MLAC Board did not obtain a fairness opinion (or any similar report or appraisal) in connection with its determination to approve the Business Combination. However, MLAC’s management, the members of the MLAC Board and the other representatives of MLAC have experience in evaluating the operating and financial merits of cryptocurrency companies and reviewed certain financial information of Pubco and the Company and other relevant financial information selected based on the experience and the professional judgment of MLAC’s management team. Accordingly, investors will be relying solely on the judgment of the MLAC Board in valuing Pubco and the Company’s business and accordingly, investors assume the risk that the MLAC Board may not have properly valued such business. For more information, see “Risk Factors — Risks Related to the Business Combination — Neither the MLAC Board nor any committee thereof obtained a fairness opinion (or any similar report or appraisal) in determining whether or not to pursue the Business Combination. Consequently, MLAC Shareholders have no assurance from an independent source that the number of shares of Pubco Stock to be issued to Seller and MLAC Shareholders in the Business Combination is fair to MLAC — and, by extension, MLAC Shareholders — from a financial point of view.”The MLAC Board recommends that MLAC Shareholders vote “FOR” the Proposals described in the accompanying proxy statement/prospectus (including each of the sub-proposals).

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Meeting. MLAC encourages you to carefully read this entire document and the documents incorporated by reference. You should also carefully consider the risk factors described in “Risk Factors” on page 40 of this proxy statement/prospectus.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated          , 2026, and is first being mailed to MLAC Shareholders on or about          , 2026.

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MOUNTAIN LAKE ACQUISITION CORP.

930 Tahoe Blvd STE 802 PMB 45

Incline Village, NV 89451

NOTICE OF EXTRAORDINARY GENERAL MEETING IN LIEU OF AN ANNUAL
GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON         , 2026

TO THE SHAREHOLDERS OF MOUNTAIN LAKE ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting in lieu of an annual general meeting (including any adjournments or postponements of the extraordinary general meeting, the “Meeting”) of the shareholders of Mountain Lake Acquisition Corp., a Cayman Islands exempted company (“MLAC”), will be held at             Eastern Time, on             , 2026. The Meeting will be held at 1345 Avenue of the Americas, New York, NY 10105 and virtually over the Internet by means of a live audio webcast. You can participate in the Meeting, vote and submit questions via live webcast by visiting https://www.cstproxy.com/mountainlakeacquisition/2026 and using a control number assigned by Continental Stock Transfer & Trust Company. You will not be required to attend the Meeting in person in order to vote, and MLAC encourages virtual participation. You are cordially invited to attend the Meeting in person at the location noted above or via the live webcast noted above, and will be asked to consider and vote upon the following proposals (the “Proposals”):

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The Domestication and Organizational Documents Proposals are described in more detail in the accompanying proxy statement/prospectus under the heading “The Domestication and Organizational Documents Proposals.”

Only holders of record of MLAC Ordinary Shares at the close of business on              , 2026 (the “Record Date”) are entitled to notice of the Meeting and to vote and have their votes counted at the Meeting and any adjournments or postponements of the Meeting.

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After careful consideration, the board of directors of MLAC (the “MLAC Board”) has determined that the Business Combination Proposal, the Merger Proposal, the Domestication and Organizational Documents Proposals, the Nasdaq Proposal, the Director Election Proposal and the Adjournment Proposal are in the best interests of MLAC and the MLAC Shareholders and unanimously recommends that MLAC Shareholders vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal, “FOR” each of the Domestication and Organizational Documents Proposals, “FOR” the Nasdaq Proposal, “FOR” the Director Election Proposal and “FOR” the Adjournment Proposal, if presented. When Public Shareholders consider the MLAC Board’s recommendation of the Proposals, Public Shareholders should keep in mind that the directors and officers of MLAC and Pubco have interests in the Business Combination that may conflict with the interests of a Public Shareholder as an MLAC Shareholder. For a more complete description of these interests, see the sections entitled “Summary of the Proxy Statement/ Prospectus — Interests of the Sponsor and its Affiliates in the Business Combination” and “The Business Combination Proposal — Interests of Pubco’s Directors and Executive Officers in the Business Combination.”

The MLAC Board has already approved the Business Combination. The MLAC Board did not obtain a fairness opinion (or any similar report or appraisal) in connection with its determination to approve the Business Combination. However, MLAC’s management, the members of the MLAC Board and the other representatives of MLAC have experience in evaluating the operating and financial merits of cryptocurrency companies and reviewed certain financial information of Pubco and the Company and other relevant financial information selected based on the experience and the professional judgment of MLAC’s management team. Accordingly, investors will be relying solely on the judgment of the MLAC Board in valuing Pubco and the Company’s business and accordingly, investors assume the risk that the MLAC Board may not have properly valued such business. For more information, see the risk factor entitled “Risk Factors — Risks Related to the Business Combination — Neither the MLAC Board nor any committee thereof obtained a fairness opinion (or any similar report or appraisal) in determining whether or not to pursue the Business Combination. Consequently, MLAC Shareholders have no assurance from an independent source that the number of shares of Pubco Stock to be issued to Sellers and MLAC Shareholders in the Business Combination is fair to MLAC — and, by extension, MLAC Shareholders — from a financial point of view.”

To pass, each of the Business Combination Proposal, the Nasdaq Proposal, the Director Election Proposal and the Adjournment Proposal requires an ordinary resolution of MLAC Shareholders, which requires the affirmative vote of a simple majority of the votes cast by, or on behalf of, the MLAC Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Meeting (assuming the presence of a quorum). To pass, the Merger Proposal requires a special resolution of MLAC Shareholders, which requires the affirmative vote of at least two-thirds of the votes cast by, or on behalf of, the MLAC Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Meeting (assuming the presence of a quorum). MLAC Shareholders are also being asked to approve by way of ordinary resolutions, on a non-binding advisory basis, each of the Domestication and Organizational Documents Proposals. Although the MLAC Board is asking MLAC Shareholders to approve each of the Domestication and Organizational Documents Proposals on the non-binding advisory basis, regardless of the outcome of the non-binding advisory vote on each of the Domestication and Organizational Documents Proposals, the Amended and Restated Pubco Charter and Pubco’s Amended and Restated Bylaws will take effect upon the Closing if the Business Combination Proposal and the Merger Proposal are approved.

Under the Business Combination Agreement, the approval by MLAC Shareholders of the Business Combination Proposal and the Merger Proposal are conditions to the consummation of the Business Combination. If the Business Combination Proposal and the Merger Proposal are not approved by MLAC Shareholders, the Business Combination will not be consummated. The Merger Proposal is conditioned upon the approval of the Business Combination Proposal. The Domestication and Organizational Documents Proposals and the Nasdaq Proposal and are conditioned upon the approval of the Business Combination Proposal and the Merger Proposal (together, the “MLAC Shareholder Approval Matters”). The Director Election Proposal and the Adjournment Proposal are not conditioned on the approval of any other Proposal.

The Sponsor currently holds 7,187,500 Class B ordinary shares of MLAC, par value $0.0001 per share (the “MLAC Class B Ordinary Shares” and, together with the MLAC Class A Ordinary Shares, the “MLAC Ordinary Shares”), and 495,000 MLAC Private Placement Shares. The Sponsor has agreed to vote its 7,682,500 MLAC Ordinary Shares, representing 24.8% of the issued and outstanding MLAC Ordinary Shares, in favor of each of the Proposals. As a result, with respect to each Proposal that require approval of MLAC Shareholders by an ordinary resolution, in addition to the Sponsor’s MLAC Ordinary Shares, MLAC would need only 7,813,751, or 34.0%, of the 23,000,000 Public Shares (assuming all issued and outstanding MLAC Ordinary Shares are voted at the Meeting), and would not need any of the 23,000,000 Public Shares (assuming a minimum number of MLAC Ordinary Shares to achieve a quorum are voted at the Meeting) to be voted in favor of such Proposals in order to have such Proposals approved.

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Upon the completion of the Transactions, and assuming, among other things, that no Public Shareholders exercise redemption rights with respect to their Public Shares upon completion of the Business Combination, that no shares of Pubco Class A Stock are issued pursuant to the Pubco 2026 Omnibus Incentive Plan to be adopted prior to Closing, as amended from time to time (the “Incentive Plan”) and no Adjustment Units are issued pursuant to the Company Unit Subscription Agreements, (i) Public Shareholders (including MLAC Right Holders), (ii) the Company Unit Investors, (iii) the Sponsor and its Affiliates, (iv) the Foundation, (v) Astral and (vi) Seller Related Parties will own approximately 41.8%, 35.7%, 4.6%, 5.0%, 3.3% and 9.6% of the issued and outstanding shares of Pubco Class A Stock, respectively and approximately 0%, 0%, 0%, 0%, 0% and 100% of the issued and outstanding shares of Pubco Class B Stock, respectively.

Assuming that no Public Shareholders exercise redemption rights with respect to their Public Shares upon completion of the Business Combination, the aggregate value of consideration the Public Shareholders (including MLAC Right Holders) will receive is $253,000,000 consisting of 25,300,000 shares of Pubco Stock; the aggregate value of consideration the MLAC Right Holders will receive is $23,000,000 consisting of 2,300,000 shares of Pubco Stock; the aggregate value of consideration the Public Shareholders (exclusive of the MLAC Right Holders) will receive is $230,000,000 consisting of 23,000,000 shares of Pubco Stock; and the aggregate value of consideration Astral will receive is $40,000,000 consisting of 4,000,000 shares of Pubco Stock.

Each holder of shares of Pubco Class A Stock will have no voting rights, except (i) as required by the General Corporation Law of the State of Delaware (the “DGCL”) or (ii) on any matter that adversely affects them relative to holders of any other class of stock of Pubco, until all shares of Pubco Class B Stock are canceled. Once all shares of Pubco Class B Stock are canceled, holders of Pubco Class A Stock will acquire full voting rights. Each holder of shares of Pubco Class B Stock will be entitled to one vote for each share of Pubco Class B Stock held of record by such holder on all matters on which stockholders are generally entitled to vote. Therefore under the above assumptions, (i) Public Shareholders (including MLAC Right Holders), (ii) the Company Unit Investors, (iii) the Sponsor and its Affiliates, (iv) the Foundation, (v) Astral and (vi) Seller Related Parties will have approximately 0%, 0%, 0%, 0%, 0% and 100% of the voting power of Pubco, respectively, following the Business Combination.

The price per share of Pubco Class A Stock is $10.00 per share for (i) Public Shareholders (including MLAC Right Holders), (ii) the Company Unit Investors, (iii) the Sponsor and its Affiliates, (iv) the Foundation, (v) Astral and (vi) Seller Related Parties. The value of the consideration that the Public Shareholders are each receiving in connection with the Business Combination is thus $10.00 per share.

Pursuant to the Business Combination Agreement, Seller will receive an equal number of shares of both Pubco Class A and Pubco Class B Stock equal to the dollar value of 1,960,040 AVAX pursuant to the Contribution Agreement, using the Signing Price, divided by $10.00. Seller and Seller Related Parties will be issued 5,805,638 shares of Pubco Class A Stock and 5,805,638 shares of Pubco Class B Stock at Closing, together valued at $10.00 per share of Class A Stock and Class B Stock combined, for a total value of $58,056,384.

On the basis of the foregoing and with the price per share of Pubco Class A Stock assumed at $10.00, the aggregate value of the consideration in Pubco Stock offered pursuant to this registration statement is $554,686,704, comprising $230,000,000 consisting of 23,000,000 shares of Pubco Stock to the Public Shareholders (exclusive of the MLAC Right Holders); $23,000,000 consisting of 2,300,000 shares of Pubco Stock to the MLAC Right Holders; $28,000,000 consisting of 2,800,000 shares of Pubco Stock to the Sponsor and its Affiliates; $58,056,384 consisting of 5,805,638 shares of Pubco Class A Stock and 5,805,638 shares of Pubco Class B Stock to the Seller Related Parties and $215,630,320 consisting of 21,563,032 shares of Pubco Stock to the Company Unit Investors.

Pursuant to the amended and restated memorandum and articles of association of MLAC as of the date hereof (the “MLAC Memorandum and Articles”), MLAC is providing the holders (the “Public Shareholders”) of MLAC Class A Ordinary Shares issued in the initial public offering of MLAC (the “MLAC IPO” and such shares, the “Public Shares”) with the opportunity to redeem, upon the Closing, Public Shares then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two (2) business days prior to the Closing) in MLAC’s trust account (the “Trust Account”) that holds the proceeds (including interest but less taxes payable) of the MLAC IPO. For illustrative purposes, based on funds in the Trust Account of approximately $241.2 million as of December 31, 2025 and $244.0 million as of April 27, 2026, the estimated per share redemption prices would have been approximately $10.49 per share and $10.61 per share, respectively (including interest earned on the funds held in the Trust Account but less taxes payable). Public Shareholders are not required to affirmatively vote for or against the Business Combination in order to redeem their Public Shares for cash. This means that MLAC Shareholders who hold Public Shares on or before          , 2026 (two (2) business days before the Meeting) will be eligible to elect to have their Public Shares redeemed for cash in connection with the Meeting, whether or not they are holders as of the Record Date, and whether or not such Public Shares are voted at the Meeting.

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The Sponsor and its Affiliates have agreed to waive their redemption rights with respect to any MLAC Ordinary Shares they may hold in connection with the consummation of the Business Combination, and such shares will be excluded from the pro rata calculation used to determine the per-share redemption price.

All MLAC Shareholders are cordially invited to attend the Meeting. Your vote is important regardless of the number of shares you own. Whether you plan to attend the Meeting or not, to ensure your representation at the Meeting, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a holder of record of MLAC Ordinary Shares, you may also cast your vote at the Meeting via Internet or in person. If your MLAC Ordinary Shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Meeting and vote yourself, obtain a proxy from your broker or bank. If you do not vote or do not instruct your broker or bank how to vote, it will have no effect on any of the Proposals.

Your attention is directed to the proxy statement accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of the Proposals. We encourage you to read this proxy statement carefully. If you have any questions or need assistance voting your shares, you may call Sodali & Co, MLAC’s proxy solicitor, at (203) 658-9400 (banks and brokers) or email at MLAC.info@investor.sodali.com.

By Order of the MLAC Board

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IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST, NO LATER THAN 5:00 P.M. EASTERN TIME ON              , 2026 (TWO BUSINESS DAYS PRIOR TO THE MEETING), DEMAND THAT MLAC REDEEM YOUR PUBLIC SHARES FOR CASH BY (A) DELIVERING A NOTICE TO MLAC’S TRANSFER AGENT AND (B) TENDERING YOUR PUBLIC SHARES TO MLAC’S TRANSFER AGENT. YOU MAY TENDER YOUR PUBLIC SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR PUBLIC SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. WHETHER OR NOT, OR HOW, YOU VOTE ON ANY PROPOSAL WILL NOT AFFECT YOUR ELIGIBILITY FOR EXERCISING REDEMPTION RIGHTS. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN YOUR PUBLIC SHARES WILL NOT BE CONVERTED INTO CASH AT THIS TIME IN CONNECTION WITH THE BUSINESS COMBINATION. IF YOU HOLD YOUR PUBLIC SHARES IN “STREET NAME,” YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE PUBLIC SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “EXTRAORDINARY GENERAL MEETING OF MLAC SHAREHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

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ADDITIONAL INFORMATION

This document incorporates important business and financial information about MLAC filed with the Securities and Exchange Commission (the “SEC”) that is not included in or delivered with this document. You can obtain any of the documents filed with the SEC by MLAC at no cost from the SEC’s website at www.sec.gov. You may also request copies of these documents, including documents incorporated by reference into this document, at no cost, by contacting MLAC. Please see “Where You Can Find More Information” for more details. In order to receive timely delivery of the documents in advance of the Meeting, you should make your request to

Mountain Lake Acquisition Corp.
930 Tahoe Blvd STE 802 PMB 45
Incline Village, NV 89451

Tel: (775) 204-1489

or

To obtain timely delivery, you must request the information no later than five (5) business days before the date you must make your investment decision.

No person is authorized to give any information or to make any representation with respect to the matters that this proxy statement/prospectus describes other than those contained in this proxy statement/ prospectus, and, if given or made, the information or representation must not be relied upon as having been authorized by MLAC, Pubco or the Company. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of this proxy statement/prospectus nor any distribution of securities made under this proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of MLAC, Pubco or the Company since the date of this proxy statement/prospectus or that any information contained herein is correct as of any time subsequent to such date.

You will not be charged for any of these documents that you request. To obtain timely delivery of requested materials, you must request the documents no later than five (5) business days prior to the date of the Meeting.

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC by Pubco (File No. 333-294684), constitutes a prospectus of Pubco under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of Pubco Stock to be issued if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Meeting of MLAC Shareholders at which MLAC Shareholders will be asked to consider and vote upon the approval of the Business Combination Proposal, among other matters, as described below:

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The Domestication and Organizational Documents Proposals are described in more detail in this proxy statement/prospectus under the heading “The Domestication and Organizational Documents Proposals.”

MLAC files reports, proxy statements/prospectuses and other information with the SEC as required by the Exchange Act. You can read MLAC’s SEC filings, including this proxy statement/prospectus, over the Internet at the SEC’s website at http://www.sec.gov.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is not lawful to make any such offer or solicitation in such jurisdiction.

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You may request copies of this proxy statement/prospectus, without charge, by written or oral request to MLAC’s proxy solicitor at:

Sodali & Co

430 Park Avenue, 14^th Floor
New York, NY 10022
Telephone: (800) 662-5200

Bank and Brokers can call at (203) 658-9400
Email: MLAC. info@investor.sodali.com

To obtain timely delivery of requested materials, you must request the documents no later than five (5) business days prior to the date of the Meeting.

You may also obtain additional information about MLAC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption (which includes the name of the beneficial owner of the shares) and deliver your Public Shares electronically to MLAC’s transfer agent at least two business days prior to the Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” in the section entitled “Questions and Answers About the Proposals.” If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30^th Floor

New York, New York 10004

Email: spacredemptions@continentalstock.com

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FINANCIAL STATEMENT PRESENTATION

Pubco

Pubco was incorporated in Delaware on September 22, 2025, for the purpose of effectuating the Business Combination described herein. Pubco currently has no material assets and does not currently operate any businesses. Accordingly, no financial statements of Pubco have been included in this proxy statement/prospectus. The financial statements of the Company included in this proxy statement/prospectus have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”).

MLAC

The financial statements of MLAC included in this proxy statement/prospectus have been prepared in accordance with U.S. GAAP.

The Company

The Company was formed in Delaware on August 20, 2025, as a Delaware limited liability company. The financial statements of the Company included in this proxy statement/prospectus have been prepared in accordance with U.S. GAAP.

This proxy statement/prospectus contains:

Unless indicated otherwise, financial data presented in this proxy statement/prospectus has been taken from the audited financial statements of MLAC, the Company and Pubco, as applicable, included in this proxy statement/prospectus.

In this proxy statement/prospectus, unless otherwise specified, all monetary amounts are in U.S. dollars, all references to “$,” “US$,” “USD” and “dollars” mean U.S. dollars.

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INDUSTRY AND MARKET DATA

In this proxy statement/prospectus, Pubco, the Company and MLAC rely on and refer to industry data, information and statistics from publicly available sources regarding the markets in which the Company competes, industry and general publications and research and studies conducted by third parties. Each of Pubco, the Company and MLAC has taken such care as it considers reasonable in the extraction and reproduction of information from such data from third-party sources.

Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. The industry in which Pubco will operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section entitled “Risk Factors.” Furthermore, such information and data cannot always be verified with complete certainty due to limits on the availability and reliability of data, the voluntary nature of the data gathering process and other limitations and uncertainties. Finally, while each of Pubco, the Company and MLAC believes its own internal estimates and research are reliable, and is not aware of any misstatements regarding such information and data presented in this proxy statement/prospectus, such research has not been verified by any independent source. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under the section of this proxy statement/prospectus entitled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the forecasts or estimates from independent third parties and us.

Notwithstanding anything in this proxy statement/prospectus to the contrary, Pubco, the Company and MLAC are responsible for all disclosures in this proxy statement/prospectus.

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TRADEMARKS, TRADE NAMES AND SERVICE MARKS

This proxy statement/prospectus contains references to trademarks and service marks belonging to other entities.

MLAC and its affiliates may own or have rights to trademarks, trade names and service marks that they use in connection with the operation of their businesses. In addition, their names, logos and website names and addresses are their trademarks or service marks. Other trademarks, trade names and service marks appearing in this proxy statement/prospectus are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement/ prospectus are listed without the applicable ^®, ™ and sm symbols, but they will assert, to the fullest extent under applicable law, their rights to these trademarks, trade names and service marks.

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DEFINED TERMS

In this document the following terms, when capitalized, have the following meanings.

“$,” “USD,” “US$” and “U.S. dollar” each refer to the legal currency of the United States.

“2024 SPAC Rules” means the rules and regulations for SPACs adopted by the SEC on January 24, 2024, and which became effective on July 1, 2024.

“10% U.S. Shareholder” means a U.S. Holder who, on the date of the Domestication beneficially owns (directly, indirectly or constructively) 10% or more of the total combined voting power or value of MLAC.

“25% Redemptions” means a scenario whereby 25%, or 5,750,000, of the Public Shares are redeemed by Public Shareholders.

“50% Redemptions” means a scenario whereby 50%, or 11,500,000, of the Public Shares are redeemed by Public Shareholders.

“75% Redemptions” means a scenario whereby 75%, or 17,250,000, of the Public Shares are redeemed by Public Shareholders.

“Acquisition Proposal” means any inquiry, proposal or offer, or any indication of interest in making an offer or proposal, from any person or group at any time relating to an Alternative Transaction.

“Additional Merger Consideration Shares” means the 4,000,000 newly issued Pubco Class A Stock Astral is entitled to receive as additional consideration for the Company Merger.

“Additional Permitted Financing” means the subscription or purchase by an investor after the date of the Business Combination Agreement of securities to be issued or guaranteed by Pubco, the Company or MLAC, as applicable (or of securities exercisable, convertible or exchangeable into securities to be issued or guaranteed by Pubco, the Company or MLAC, as applicable), including ordinary shares, preferred shares, convertible or exchangeable bonds or notes (secured or unsecured), promissory notes, warrants or other securities, in each case, as and to the extent consented to in writing by MLAC, Pubco and the Company (which consent may be withheld in the sole and absolute discretion of the party asked to provide consent).

“Adjournment Proposal” means a proposal to adjourn the Meeting to a later date or dates, if it is determined by MLAC that additional time is necessary or appropriate to complete the Business Combination or for any other reason.

“Adjustment Units” means the number of Company Units equal to a Company Unit Investor’s pro rata portion of the Aggregate Staking Units, based on such Company’ Unit Investor’s Company Units relative to the aggregate Company Units of all Company Unit Investors.

“Advisory Board” means the board of external consultants and advisors to Pubco consisting of Ava Labs founder and co-creator of the Avalanche Network, Emin Gün Sirer, managing partner of Dragonfly, Haseeb Qureshi, Blockworks Inc. Chief Executive Officer, Jason Yanowitz and Aave Labs Chief Executive Officer, Stani Kulechov and other members as may be determined from time to time by the Pubco Board.

“Affiliate(s)” means, with respect to any specified Person, any other Person that directly or indirectly controls, is controlled by or is under common control with such specified Person as of the date on which, or at any time during the period for which, the determination of affiliation is being made. For the purposes of this definition, the term “control,” when used with respect to any specified Person, means the power to direct or cause the direction of the management or policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling,” “controlled,” or “under common control with” have correlative meanings.

“Aggregate Staking Units” means such number of Company Units equal to the quotient of (x) the Net Staking Rewards multiplied by the Closing AVAX Price and (y) the Per Unit Price.

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“Alternative Transaction” means (A) with respect to the Company, Pubco, MLAC Merger Sub, Seller and their respective Affiliates, a transaction (other than the transactions contemplated by the Business Combination Agreement and any Ancillary Agreement) concerning the sale of (x) all or any material part of the business or assets of the Company (other than in the ordinary course of business consistent with past practice) or (y) any of the shares or other equity interests or profits of the Company, in any case, whether such transaction takes the form of a sale of shares or other equity interests in the Company, assets, merger, consolidation, issuance of debt securities, management contract, joint venture or partnership, or otherwise, (B)with respect to Seller, the sale of any portion of AVAX that, and only if such sale, would materially prevent or impair the ability of Seller to perform its obligations under the Contribution Agreement, and (C)with respect to MLAC and its Affiliates, a transaction (other than the transactions contemplated by the Business Combination Agreement) concerning an initial business combination involving MLAC.

“Amended and Restated Bylaws” means the first amended and restated bylaws of Pubco to be adopted in connection with Closing.

“Amended and Restated Certificate of Incorporation” or “Amended and Restated Pubco Charter” means the first amended and restated certificate of incorporation of Pubco to be adopted in connection with Closing.

“Amended and Restated Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement to be executed at Closing by and among Pubco, MLAC, the Sponsor, Seller and the Foundation.

“AML” means anti-money laundering.

“Anchorage” means Anchorage Digital Bank N.A.

“Anchorage Master Custody Service Agreement” means the Master Custody Service Agreement dated as of February 3, 2026, by and between Anchorage and the Company.

“Ancillary Agreement(s)” means each agreement, instrument or document attached to the Business Combination Agreement as an exhibit, and the other agreements, certificates and instruments to be executed or delivered by any of the Parties in connection with or pursuant to the Business Combination Agreement or the Transactions, including the Contribution Agreement, the Sponsor Support Agreement, the Lock-Up Agreement, the First A&R Company LLCA, the Amended and Restated Registration Rights Agreement, the Company Unit Subscription Agreements, any agreements relating to or instruments governing any Additional Permitted Financing and the Pubco A&R Organizational Documents.

“Anniversary Release” means 180 days following the date of the Closing, 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.

“Applicable Signing AVAX Price” means the Unrestricted Signing AVAX Price, Short Restricted Signing AVAX Price, or Long Restricted Signing AVAX Price correlating to the type of AVAX invested.

“APY” means annual percentage yield.

“Astral” means Astral Horizon, L.P., a Delaware limited partnership.

“Astral Earnout Shares” means the 2,000,000 shares of Pubco Class A Stock to be issued to Astral as part of the Additional Merger Consideration Shares upon the Closing, which will be held in escrow for the Escrow Period unless released earlier in accordance with the Astral Escrow Agreement. The Astral Earnout Shares, together with any shares received upon equitable adjustment of the Astral Earnout Shares, shall be subject to potential transfer to Pubco at the end of the Escrow Period in the event that not all of the Triggering Events are achieved by Pubco during the Escrow Period.

“Astral Escrow Account” means an escrow account with the Trustee (or another escrow agent reasonably acceptable to Seller and Pubco) to hold the Astral Earnout Shares.

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“Astral Escrow Agreement” means the escrow agreement regarding the Astral Earnout Shares that will be entered by and between Seller, Pubco and the escrow agent in a form to be mutually agreed upon by the parties prior to the Closing.

“Astral Post-Closing Shares” means the 2,000,000 shares of Pubco Class A Stock to be issued to Astral as part of the Additional Merger Consideration Shares on the thirtieth (30th) calendar day following the Closing Date.

“Astral Transfer” means the potential transfer to Pubco of the Astral Earnout Shares at the end of the Earnout Period in the event that not all of the Triggering Events are achieved by Pubco during the Earnout Period.

“ASU 2023-08” means the updated accounting standards issued by the Financial Accounting Standards Board to address accounting and disclosure of certain crypto assets.

“ATS(s)” means alternative trading system.

“Avalanche” or “Avalanche Network” means the decentralized application platform as described in the platform paper produced by Ava Labs, Inc., a Delaware corporation, that describes various implementation details of the Avalanche Network, located at https://www.avalabs.org/whitepapers, as amended or restated from time to time.

“Avalanche BVI” means Avalanche (BVI), Inc., a company incorporated in the British Virgin Islands.

“Avalanche Cayman” means Avalanche Cayman, a Cayman Islands exempted company.

“AVAT Parties” means the Company, Pubco, Seller, Robert Hadick and Gerald Bartolomew Smith.

“AVAX” means AVAX tokens, the native utility token of the Avalanche platform.

“Barclays” means Barclays Capital Inc.

“BENQI Protocol” means the decentralized liquid staking and validator infrastructure on the Avalanche C-Chain which enables users to stake AVAX in exchange for yield bearing sAVAX.

“BGP Hijacking” means boarder gateway protocol hijacking. “BitGo” means BitGo Trust Company, Inc.

“BitGo Custodial Services Agreement” means the custodial services agreement dated as of September 25, 2025, by and among BitGo Trust Company, Inc. and the Company.

“Board of Governors of the Federal Reserve” means the Board of Governors of the Federal Reserve System of the United States.

“Broker non-vote” means the failure of an MLAC Shareholder who holds his, her or its shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee.

“BSA” means the United States Bank Secrecy Act of 1970. “BTIG” means BTIG, LLC.

“BTIG Financial Advisory Services Agreement” means the financial advisory services agreement, dated as of October 1, 2025, by and between BTIG and MLAC.

“Business Combination” has the meaning set forth in the MLAC Memorandum and Articles as in effect on the date hereof.

“Business Combination Agreement” means the Business Combination Agreement, dated as of October 1, 2025, by and among MLAC, Seller, Pubco, the Company, and the Pubco Subsidiaries a copy of which is attached hereto as Annex A, as amended on January 13, 2026 and on March 17, 2026.

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“Business Combination Proposal” means a proposal to approve the Business Combination Agreement and the Business Combination.

“Business Day(s)” means any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York, New York and the Cayman Islands are authorized to close for business.

“CAMT” means corporate alternative minimum tax.

“Cayman Act” or “Cayman Companies Act” means the Companies Act (As Revised) of the Cayman Islands.

“Cayman Registrar” means the Registrar of Companies of the Cayman Islands. “CBIZ” means CBIZ CPAs P.C.

“CEA” means the Commodities Exchange Act of 1936.

“CFIUS” means the Committee on Foreign Investment in the United States.

“CFTC” means the Commodity Futures Trading Commission.

“Change in Control” means (a) a purchase, sale, exchange, business combination or other transaction (including a merger or consolidation of Pubco or any of its subsidiaries with or into any other corporation or other entity) in which equity securities of Pubco, its successor, or the surviving entity of such business combination or other transaction are not registered under the Exchange Act or listed or quoted for trading on a national securities exchange, (b) a sale, lease, exchange, or other transfer (including a merger) in one transaction or a series of related transactions of assets representing fifty percent (50%) or more of the value of Pubco’s assets to a third party or (c) the transfer to or acquisition by (whether by tender offer, merger, consolidation, division or other similar transaction), in one transaction or a series of related transactions, a person or entity or group of Affiliated persons or entities (other than an underwriter pursuant to an offering), of Pubco’s voting securities if, after such transfer or acquisition, such person, entity or group of Affiliated persons or entities would beneficially own (as defined in Rule 13d-3 promulgated under the Exchange Act) more than fifty percent (50%) of the outstanding voting securities of Pubco; provided, however, that any transfer by Seller or any of its Affiliates to another Affiliate of Seller shall not constitute a transfer or acquisition for purposes of clause (c).

“Chapter 11” means 11 U.S.C. §§ 1101 to 1174 in the United States Bankruptcy Code.

“Charter Effectiveness Date” means the effective date of the Amended and Restated Certificate of Incorporation.

“Chorus One” means Chorus One AG.

“Coinbase” means Coinbase, Inc.

“Coinbase Prime Broker Agreement” means the prime broker agreement dated September 26, 2025 entered into between Coinbase on behalf of Coinbase Custody Trust Company, LLC and the Company.

“CLARITY Act” means the Digital Asset Market Clarity Act passed by the U.S. House of Representatives on July 17, 2025 that is now awaiting Senate action.

“Closing” means the closing of the Transactions.

“Closing AVAX Price” means the VWAP of AVAX denominated in USD as calculated from all executed trades on Binance (or its successor primary spot exchange) over the five-day period ending at 8:00 p.m. New York City time on the day immediately prior to the Closing Date.

“Closing Date” means the date of the Closing.

“CME” means CME Group Benchmark Administration Limited.

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“CME CF ADRR” means with respect to any given day the New York Variant of the CME CF Avalanche-Dollar Reference Rate for such day.

“Code” means the Internal Revenue Code of 1986, as amended.

“Combination Period” means the 18-month period that MLAC has to consummate an initial business combination from the closing of the MLAC IPO to June 12, 2026, or such earlier date as determined by the MLAC Board, or as such date may be extended pursuant to the MLAC Memorandum and Articles.

“Commodity Exchange Act” means the Commodity Exchange Act of 1936.

“Company” or “AVAT” means Avalanche Treasury Company LLC, a Delaware limited liability company.

“Company Certificate of Merger” means the certificate to be filed with the Secretary of State of the State of Delaware to certify the Company Merger.

“Company Members” means a Person who holds membership interests in the Company immediately prior to the Company Merger and, collectively, all Persons who hold membership interests in the Company immediately prior to the Company Merger.

“Company Merger” means the merger of the Company with and into the Company Merger Sub in accordance with the applicable provisions of the DLLCA, with the Company Merger Sub as the Company Surviving Subsidiary.

“Company Merger Effective Time” means the time on the date of Closing when the Company Certificate of Merger has been duly accepted for filing by the Delaware Secretary of State in accordance with the DLLCA (or such other time as specified in the Company Certificate of Merger).

“Company Merger Sub” means Avalanche Company Merger Sub LLC, a Delaware corporation and wholly owned subsidiary of MLAC Subsidiary B.

“Company Merger Sub Membership Interests” means the membership interests of Company Merger Sub.

“Company Surviving Subsidiary” means the Company as the surviving company after the Company Merger.

“Company Unit” means class A common membership units of the Company.

“Company Unit Investors” means the investors who entered into the Company Unit Subscription Agreements with the Company, Pubco and MLAC for approximately $216 million worth of Company Units at a price of $10.00 per Company Unit.

“Company Unit Subscription” means the purchase by Company Unit Investors of approximately $216 million worth of Company Units at a price of $10.00 per Company Unit pursuant to the Company Unit Subscription Agreements entered into by Company, Pubco, MLAC and the Company Unit Investors on October 1, 2025.

“Company Unit Subscription Agreements” means the agreements entered into on October 1, 2025 by Company, Pubco and MLAC with the Company Unit Investors, pursuant to which the Company Unit Investors agreed to purchase, payable in cash, USDC or AVAX, and the Company agreed to issue and sell, approximately $216 million worth of Company Units at a price of $10.00 per Company Unit, in the Company Unit Subscription, upon the terms and subject to the conditions set forth therein.

“Competing Transaction” means any sale of AVAX to any DAT vehicle (or a subsidiary or affiliate of any such vehicle) that has taken substantial steps to be listed (including by way of a reverse takeover of, or private investment into, an existing public company or a de-SPAC) on a U.S. national stock exchange with the sole operations or primary business model being dependent on owning AVAX or to any vehicle that is intended to be combined with or in the formation of a DAT.

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“Contribution Agreement” means the Contribution Agreement, dated October 1, 2025, by and between the Foundation, the Sponsor, the Company and Pubco, and pursuant to which the Funds are the “Contributors,” a copy of which is attached hereto as Annex E.

“Counsel Negative Assurance Statement” means a statement that such counsel is not aware of any material misstatements or omissions in the initial public offering registration statement.

“Covered Period” means a period of eighteen (18) months commencing on the date of the Business Combination Agreement that the Foundation shall not directly or indirectly, and will direct its directors, officers and employees not to, enter into any binding agreement to enter into a Competing Transaction.

“CST” means Continental Stock Transfer & Trust Company, transfer agent of MLAC and trustee of the Trust Account.

“DCIA” means the Digital Commodity Intermediaries Act.

“D&O Indemnified Persons” means the current or former directors and officers of MLAC, the Company, Pubco, or the Pubco Subsidiaries.

“D&O Tail Insurance” means a “tail” insurance policy under MLAC’s existing insurance policy for the benefit of MLAC’s directors and officers that provides coverage for up to six (6) years from and after the MLAC Merger Effective Time for events occurring prior to the MLAC Merger Effective Time.

“DAO” means decentralized autonomous organization.

“DAT” means digital asset treasury.

“DeFi” means decentralized finance.

“Delaware Secretary of State” means the Secretary of State of the State of Delaware.

“DGCL” means the General Corporation Law of the State of Delaware.

“DLLCA” means the Limited Liability Company Act of the State of Delaware.

“Directed Acyclic Graph” means a graph in which nodes are linked by one-way connections that do not form any closed loops.

“Directors” means the directors of Pubco from time to time, and each a Director.

“Domestication” means the domestication of MLAC under Section 388 of the DGCL and Section 206 of the Cayman Act, pursuant to which MLAC shall transfer by way of continuation to and become a Delaware corporation.

“Domestication and Organizational Documents Proposals” means each of the proposals to approve, on a non-binding advisory basis, the Domestication and each of the provisions of the Proposed Organizational Documents that materially differ from the MLAC Memorandum and Articles, specifically:

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“DPW” means Davis Polk & Wardwell LLP.

“Dragonfly Contribution” means the contribution, by Seller, directly and/or indirectly through the Funds and other Seller controlled vehicles, of 1,960,040 AVAX to the Company, all upon the terms and subject to the conditions set forth in the Contribution Agreement, for approximately $58 million worth of Company Units.

“DTC” means The Depository Trust Company.

“DV” means Dragonfly Ventures L.P., a Cayman Islands exempted limited partnership.

“DVII” means Dragonfly Ventures II, L.P., a Cayman Islands exempted limited partnership.

“DWAC” means DTC’s Deposit Withdrawal at Custodian service.

“Earnout Period” means the period starting on the Closing Date and ending on the fifth anniversary of the Closing Date.

“Effective Date” means the date this Registration Statement is effective.

“Effective Time” means the Company Merger Effective Time and the MLAC Merger Effective Time.

“EGS” means Ellenoff, Grossman & Schole LLP.

“Electing Shareholder” means a U.S. Holder of a PFIC that made either a timely and effective QEF election, a QEF election along with a purging election or an MTM election.

“Engagement Letters” means the Private Placement Engagement Letter and the Financial Advisor Engagement Letter.

“Escrow Period” means a period commencing on the Closing Date and ending on fifth (5th) anniversary of the Closing Date during which the Astral Earnout Shares will be held in escrow unless released earlier in accordance with the Astral Escrow Agreement.

“ETF(s)” means exchange-traded funds.

“ETP(s)” means exchange-traded products.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“FASB” means the Financial Accounting Standards Board.

“FATCA” means the United States Foreign Account Tax Compliance Act.

“FCA” means the United Kingdom’s Financial Conduct Authority.

“FCPA” means the U.S. Foreign Corrupt Practices Act of 1977.

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“FDIC” means Federal Deposit Insurance Corporation.

“Financial Advisor Engagement Letter” means the letter agreement, dated as of September 12, 2025, by and between AVAT and PJT Partners LP for PJT Partners LP to provide financial advisory services to AVAT in connection with the Business Combination.

“First A&R LLCA” means the amended and restated limited liability company agreement of the Company executed on October 1, 2025 by and among the Company, MLAC Subsidiary B and the Company Unit Investors.

“First Amendment” means Amendment No. 1 to the Business Combination Agreement, entered into on January 13, 2026 by MLAC, Pubco, the Pubco Subsidiaries, the Company, Seller Related Parties and Astral.

“Foundation” means Avalanche BVI and Avalanche Cayman.

“Foundation Shares” means the 3,000,000 shares of Pubco Class A Stock to be issued to the Foundation at Closing as partial consideration for the Foundation Transaction.

“Foundation Tokens” means the 1,960,040 AVAX tokens contributed by the Seller Related Parties to the Company in exchange for 5,805,638 Company Units.

“Foundation Transaction” means the sale of 7,317,965.61 AVAX tokens by the Foundation to the Company upon the terms and subject to the conditions set forth in the Token Sale Agreement and the Contribution Agreement.

“Founder Registration Rights Agreement” means the Registration Rights Agreement, dated as of December 12, 2024, by and between MLAC and Sponsor.

“FSMA 2023” means the Financial Services and Markets Act 2023 adopted and implemented by the United Kingdom in June 2023.

“Funds” means collectively DV and DVII.

“GENIUS Act” means the Guiding and Establishing National Innovation for U.S. Stablecoins Act passed by the U.S. Congress on July 17, 2025, which was signed into law by President Donald Trump on July 18, 2025.

“GoGoPool or GGP” is the former name for the Hypha Protocol.

“Hypha Protocol” means the decentralized liquid staking and validator infrastructure on the Avalanche C-Chain which enables users to stake AVAX in exchange for stAVAX.

“IFRS” means international financial reporting standards, as adopted by the International Accounting Standards Board.

“Insider Letter” means the letter agreement, dated as of December 12, 2024, and as amended, by and among MLAC, the Sponsor and the officers and directors of MLAC at the time of the MLAC IPO.

“Interim Period” means the period from the date of the Business Combination Agreement until the earlier of (a) the Closing or (b) the termination of the Business Combination Agreement in accordance with its terms.

“Incentive Plan” means the Pubco 2026 Omnibus Incentive Plan to be adopted prior to Closing, as amended from time to time.

“Incidental Rights” means ownership rights over non-AVAX digital assets or other assets or rights, or an entitlement to acquire the foregoing, incidental to Pubco’s ownership of AVAX that may arise without any action of Pubco.

“Indemnified Person(s)” means every MLAC director and/or officer (which for the avoidance of doubt, shall not include auditors of MLAC), together with every former director and former officer who shall, to the maximum extent permitted by Cayman Islands

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law, be indemnified out of the assets of MLAC against any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses, whatsoever which they or any of them may incur as a result of any act or failure to act in carrying out their functions other than such liability (if any) that they may incur by reason of their own actual fraud, willful neglect or willful default.

“Investment Banks” means Barclays Capital Inc. and PJT Partners LP.

“Investment Company Act” means the United States Investment Company Act of 1940, as amended.

“IRA” means the United States Inflation Reduction Act of 2022, as amended.

“IRS” means the United States Internal Revenue Service.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“KYC” means know-your-customer.

“L1 activation” means the creation of new sovereign networks within the Avalanche Network that can define their own operating rules, validator sets, economics and membership, while leveraging the Avalanche ecosystem’s speed and security.

“Lock-Up Agreements” means collectively Seller Lock-Up Agreements and the Sponsor Lock-Up Agreement.

“Lock-Up Period” means the period during which the Restricted Securities are subject to transfer restrictions, the earlier of 180 days following the date of Closing 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.

“Long Restricted AVAX” means Restricted AVAX that will become Unrestricted AVAX after October 1, 2026.

“Long Restricted Signing AVAX Price” means $22.22, the VWAP of AVAX denominated in USD as calculated from all executed trades on Binance (or its successor primary spot exchange) over the five-day period ending at 8:00 p.m. New York City time on September 29, 2025 with a 25% discount.

“LoI” means letter of intent.

“Material Adverse Effect” as used in the Business Combination Agreement, means with respect to any specified person, any fact, event, occurrence, change or effect that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on (i) the business, assets, liabilities, results of operations or condition (financial or otherwise) of such person and its subsidiaries, taken as a whole, or (ii) the ability of such person or any of its subsidiaries to consummate the Transactions contemplated by the Business Combination Agreement or the Ancillary Documents (as defined in the Business Combination Agreement) to which it is a party or bound or to perform its obligations thereunder.

“Maximum Percentage” means 4.7% of the then-outstanding Pubco Class A Stock.

“Maximum Redemptions” means a scenario whereby 22,904,656, of the Public Shares are redeemed by Public Shareholders, which reflects the maximum number of Public Shares that can be redeemed while maintaining the requirement that the $1.0 million underwriting fee is paid from the funds on deposit in the Trust Account pursuant to the Amended Underwriting Agreement and includes all adjustments contained in the “No Redemptions” scenario and presents additional adjustments to reflect the effect of the Maximum Redemptions scenario.

“Meeting” or the “Extraordinary General Meeting” means the extraordinary general meeting in lieu of an annual general meeting of MLAC Shareholders, to be held on         , 2026 at             Eastern Time.

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“mempool” means the publicly visible memory pool.

“Merger Proposal” means the proposal to approve and authorize the MLAC Merger.

“Mergers” means collectively the Company Merger and the MLAC Merger.

“MEV” means maximal extractable value.

“MiCA” means the European Union’s Markets in Crypto Assets Regulation.

“Minimum Price” means (i) the Nasdaq official closing price immediately preceding the signing of the binding agreement; or (ii) the average Nasdaq official closing price of the common stock for the five trading days immediately preceding the signing of the binding agreement if the number of shares of common stock to be issued is or may be equal to 20% or more of the common stock, or 20% or more of the voting power, outstanding before the issuance.

“MLAC” means Mountain Lake Acquisition Corp., a Cayman Islands exempted company with limited liability.

“MLAC Audit Committee” means the audit committee of the MLAC Board.

“MLAC Board” means the board of directors of MLAC.

“MLAC Certificate of Merger” means the certificate of merger with respect to the MLAC Merger, to be executed by MLAC Merger Sub, MLAC and Pubco and filed with the Delaware Secretary of State in accordance with the DGLC and the DLLCA.

“MLAC Class A Record Holders” means holders of record of MLAC Class A Ordinary Shares.

“MLAC Class A Ordinary Shares” means class A ordinary shares, par value $0.0001 per share, of MLAC.

“MLAC Class B Ordinary Shares” means class B ordinary shares, par value $0.0001 per share, of MLAC.

“MLAC Compensation Committee” means the compensation committee of the MLAC Board.

“MLAC Founder Shares” means the 7,187,500 MLAC Class B Ordinary Shares purchased by the Sponsor for $25,000 in a private placement prior to the MLAC IPO; provided that following the Closing, the Sponsor agreed to deliver 4,387,500 MLAC Founder Shares to MLAC for cancellation, leaving 2,800,000 MLAC Founder Shares to convert into Pubco Class A Stock.

“MLAC Insiders” means the insiders who are signatories to the Sponsor Lock-Up Agreement, Paul Grinberg, Douglas Horlick, Jeffrey T. Lager, Michael Marquez and Jaime W. Vieser.

“MLAC Interim Bylaws” means the interim bylaws which will govern MLAC during the brief period of time after the Domestication and prior to the MLAC Merger.

“MLAC Interim Charter” means the interim charter which will govern MLAC during the brief period of time after the Domestication and prior to the MLAC Merger.

“MLAC IPO” means the initial public offering of the MLAC Public Units, which was consummated on December 12, 2024.

“MLAC IPO Prospectus” means the final prospectus of MLAC, dated as of December 12, 2024, and filed with the SEC (File No. 333-281410) on December 13, 2024.

“MLAC Management” means the management team of MLAC.

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“MLAC Material Contract(s)” means the contracts to which MLAC is a party or by which any of its properties or assets may be bound, subject or affected, which (i) creates or imposes a liability greater than $100,000, (ii) may not be canceled by MLAC on less than sixty (60) days’ prior notice without payment of a material penalty or termination fee or (iii) prohibits, prevents, restricts or impairs in any material respect any business practice of MLAC as its business is currently conducted, any acquisition of material property by MLAC or restricts in any material respect the ability of MLAC from closing the Business Combination.

“MLAC Memorandum and Articles” means the second amended and restated memorandum and articles of association of MLAC adopted pursuant to a special resolution passed on December 12, 2024, as amended and currently in effect under the Cayman Act.

“MLAC Merger” means the merger of MLAC Merger Sub with and into MLAC in accordance with the applicable provisions of the DGCL and the DLLCA, with MLAC continuing as the MLAC Surviving Subsidiary.

“MLAC Merger Effective Time” means the time when the MLAC Certificate of Merger is duly accepted for filing by the Delaware Secretary of State in accordance with DGCL (or such other time as specified in the MLAC Certificate of Merger) but at least two (2) hours after the Domestication.

“MLAC Merger Sub” means Avalanche SPAC Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Pubco.

“MLAC Merger Sub Membership Interests” means the membership interests of MLAC Merger Sub.

“MLAC Ordinary Shares” means collectively, the MLAC Class A Ordinary Shares and the MLAC Class B Ordinary Shares.

“MLAC Pre-Closing Statement” means the pre-Closing statement to be delivered by MLAC prior to the Closing in accordance with the Business Combination Agreement.

“MLAC Preference Shares” means preference shares, par value $0.0001 per share, of MLAC.

“MLAC Private Placement” means the sale of the 805,000 MLAC Private Units to the Sponsor and BTIG that occurred concurrently with the MLAC IPO.

“MLAC Private Units” means the units issued by MLAC in the MLAC Private Placement, each consisting of one (1) MLAC Class A Ordinary Share and one (1) MLAC Right.

“MLAC Private Placement Shares” means the 805,000 MLAC Class A Ordinary Shares purchased by the Sponsor and BTIG in the MLAC Private Placement.

“MLAC Public Units” means the units issued by MLAC in the MLAC IPO, each consisting of one (1) MLAC Class A Ordinary Share and one (1) MLAC Right.

“MLAC Right” means one right that was included as part of each MLAC Unit entitling the holder thereof to receive one-tenth (1/10th) of an MLAC Class A Ordinary Share upon the consummation by MLAC of its Business Combination.

“MLAC Rights Agreement” means that certain Rights Agreement, dated as of December 12, 2024, between MLAC and Continental Stock Transfer & Trust Company, as the rights agent.

“MLAC Shareholders” means the shareholders of MLAC as of immediately prior to the MLAC Merger Effective Time.

“MLAC Shareholder Approval Matters” means the Business Combination Proposal and the Merger Proposal.

“MLAC Surviving Subsidiary” means MLAC, as the surviving company in the MLAC Merger. “MLAC Units” means the MLAC Public Units and the MLAC Private Units.

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“MLAC Working Capital Loans” means loans of funds to MLAC from the Sponsor, members of MLAC’s founding team or any of their affiliates as may be required to finance transaction costs in connection with a Business Combination.

“MLRs” means the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017.

“mNAV” means multiple of enterprise value to the market value of AVAX holdings.

“Modification in Recommendation” means a change, withdrawal, withholding, qualification or modification of the MLAC Board’s recommendation to the MLAC Shareholders that they vote in favor of the Proposals.

“MTM” means marked-to-market.

“Nasdaq” means The Nasdaq Global Market LLC.

“Nasdaq Proposal” means the proposal for the purpose of complying with the applicable provisions of Nasdaq Rule 5635, to approve (i) the issuance of shares of Pubco Stock in connection with the Business Combination, (ii) the issuance of shares of Pubco Stock in connection with the Company Unit Subscription, (iii) the issuance of shares of Pubco Stock in connection with the Dragonfly Contribution, (iv) the issuance of shares of Pubco Stock in connection with the Foundation Transaction, (v) the issuance of MLAC Private Placement Shares in repayment of the MLAC Working Capital Loans, and (vi) the reservation for issuance of shares of Pubco Stock that will, upon Closing, be reserved pursuant to the Incentive Plan, to the extent such issuances would require shareholder approval under Nasdaq Rule 5635.

“Nasdaq Rule(s)” means The Nasdaq Stock Market Listing Rule(s).

“Net Staking Rewards” means the total amount of AVAX generated as staking rewards from the staking of the Company AVAX from the Subscription Closing Date until the date immediately prior to the Closing Date and after deducting any and all applicable staking fees, network transaction fees and operational costs directly attributable to such staking.

“No Redemptions” means a scenario whereby none of the Public Shareholders redeem their Public Shares.

“Non-U.S. Holder” means a beneficial owner of Public Shares that, for United States federal income tax purposes, is not a U.S. Holder or a partnership or other entity classified as a partnership for United States federal income tax purposes.”

“Notice of Objection” means the written notice of objection that an MLAC Class A Record Holder must give to MLAC prior to the vote to approve the MLAC Merger at the Meeting.

“NTBV” means net tangible book value.

“OCC” means the Office of the Comptroller of the Currency of the United States.

“OFAC” means the Office of Foreign Assets Control of the U.S. Department of the Treasury.

“Organizational Documents” means, with respect to any person, (a) that is a corporation or company, its certificate of incorporation and bylaws, and/or memorandum and articles of association or comparable documents, (b) that is a partnership, its certificate of partnership and partnership agreement, or comparable documents, (c) that is a limited liability company, its certificate of formation and limited liability company agreement, or comparable documents, (d) that is a trust, its declaration of trust, or comparable documents and (e) that is any other Person but that is not an individual, its comparable organizational documents.

“OTC” means over the counter.

“Parties” means the parties to the Business Combination Agreement, being MLAC, Pubco, MLAC Merger Sub, the Company, Company Merger Sub and Seller.

“PCAOB” means the Public Company Accounting Oversight Board.

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“PFIC(s)” means a passive foreign investment company.

“PJT” means PJT Partners LP.

“Plan Administrator” means those members of the compensation committee of the Pubco Board responsible for determining the number of shares of Pubco Class A Common Stock reserved and available for issuance under the Incentive Plan.

“Private Placement Engagement Letter” means the letter agreement, dated September 12, 2025, by and among Barclays Capital Inc., PJT Partners LP and Avalanche Treasury Company LLC pursuant to which Barclays Capital Inc. and PJT Partners LP were engaged to act as placement agents in connection with the Company Unit Subscription.

“Proposals” means the Business Combination Proposal, the Merger Proposal, the Domestication and Organizational Documents Proposals, the Nasdaq Proposal and the Adjournment Proposal.

“Proposed Organizational Documents” means the Amended and Restated Pubco Charter and the Amended and Restated Bylaws.

“proxy statement/prospectus” means this proxy statement/prospectus included in the Registration Statement.

“PSUs” means performance-based restricted stock units with respect to shares of Pubco Class A Common Stock.

“Pubco” means Avalanche Treasury Corporation, a Delaware corporation.

“Pubco Board” means the board of directors of Pubco.

“Pubco Bylaws” means the bylaws of Pubco currently in effect.

“Pubco Charter” means the certificate of incorporation of Pubco currently in effect.

“Pubco Class A Stock” or “Pubco Class A Common Stock” means the shares of class A common stock, par value $0.01 per share, of Pubco to be issued at the Closing in connection with the Transactions.

“Pubco Class B Stock” or “ Pubco Class B Common Stock” means the shares of class B common stock, par value $0.01 per share, of Pubco to be issued at the Closing in connection with the Transactions.

“Pubco Organizational Documents” means the certificate of incorporation and bylaws of Pubco as of the date of this Agreement, as in effect under the laws of the State of Delaware.

“Pubco Stock” means the shares of common stock, par value $0.01 per share, of Pubco; provided that from and after the Closing, Pubco Stock shall refer to, collectively, the Pubco Class A Stock and the Pubco Class B Stock.

“Pubco Subsidiaries” means collectively Company Merger Sub and MLAC Merger Sub.

“Public Shareholders” means the holders of Public Shares.

“Public Shares” means the 23,000,000 MLAC Class A Ordinary Shares issued in the MLAC IPO.

“QI” means QI governance tokens, the tokens held by the governing members of the BENQI Protocol.

“Record Date” means              , 2026, the record date for the Meeting.

“Redeeming Non-U.S. Holder” means a Non-U.S. Holder that elects to have their Public Shares converted for cash.

“Redeeming U.S. Holder” means a U.S. Holder that converts its Public Shares into cash.

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“Registration Statement” means the Registration Statement on Form S-4 (Registration No. 333-294684) filed by Pubco with the SEC of which this proxy statement/prospectus forms a part.

“Regulation S-K” means Regulation S-K of the Securities Act.

“Republic Crypto” means Republic Crypto LLC.

“Required Shareholder Approval” means the approval of the MLAC Shareholder Approval Matters submitted to the vote of the MLAC Shareholders at the Meeting in accordance with this proxy statement/ prospectus, by the requisite vote of the MLAC Shareholders at the Meeting, in accordance with the MLAC Memorandum and Articles, applicable law and this proxy statement/prospectus.

“Restricted AVAX” means Long Restricted AVAX or Short Restricted AVAX.

“Restricted Securities” means the shares of Pubco Class A Stock received by Seller.

“RFIA” Responsible Financial Innovation Act of 2025.

“Retained Sponsor Shares” means the 2,800,000 MLAC Class B Ordinary Shares retained by the Sponsor at the Closing.

“RSUs” means restricted stock units with respect to shares of Pubco Class A Common Stock.

“SAB” means the Staff Accounting Bulletin issued by the SEC.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as may be amended.

“SEC” means the United States Securities and Exchange Commission.

“Second Amendment” means Amendment No. 2 to the Business Combination Agreement, entered into on March 17, 2026 by MLAC, Pubco, the Pubco Subsidiaries, the Company, Seller Related Parties and Astral.

“Securities Act” means the United States Securities Act of 1933, as amended.

“Seller” means Dragonfly Digital Management, LLC, a Delaware limited liability company.

“Seller Lock-Up Agreement” means the lock-up agreement to be entered into, concurrently with the Closing, by the Funds, Astral as well as certain other holders of shares of Pubco Stock with Pubco, substantially in the form attached to the Business Combination Agreement under Exhibit D.

“Seller Related Parties” means the Seller and the Funds together with other Seller controlled vehicles.

“Senior Management” and “Senior Managers” refer to those persons named as officers of the Company and, following the consummation of the Business Combination, of Pubco, in the section entitled “Management of Pubco Following the Business Combination.”

“Short Restricted AVAX” means Restricted AVAX that will become Unrestricted AVAX on or prior to October 1, 2026.

“Short Restricted Signing AVAX Price” means $25.18, the VWAP of AVAX denominated in USD as calculated from all executed trades on Binance (or its successor primary spot exchange) over the five-day period ending at 8:00 p.m. New York City time on September 29, 2025 with a 15% discount.

“Skadden” means Skadden, Arps, Slate, Meagher & Flom (UK) LLP.

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“SPAC” means a special purpose acquisition company.

“SPAC Guidance” means the guidance issued by the SEC to the 2024 SPAC Rules.

“Sponsor” means Mountain Lake Acquisition Sponsor LLC, a Delaware limited liability company.

“Sponsor and its Affiliates” means the Sponsor and MLAC’s officers and directors.

“Sponsor Earnout Shares” means the 1,600,000 shares of Pubco Class A Stock to be placed into the Sponsor Escrow Account and disbursed in accordance with the terms of the Sponsor Support Agreement and the Sponsor Escrow Agreement.

“Sponsor Escrow Agreement” means an escrow agreement that shall be in a form to be mutually agreed upon by the Sponsor, Pubco and the escrow agent prior to the Closing.

“Sponsor Lock-Up Agreement” means the lock-up agreement to be entered into, concurrently with the Closing, by MLAC, Sponsor, and the MLAC Insiders with Pubco, substantially in the form attached to the Business Combination Agreement under Exhibit D.

“Sponsor Support Agreement” means the sponsor support agreement, dated October 1, 2025, entered into by and between MLAC, Sponsor, and Pubco (as may be amended and/or amended and restated).

“Sponsor Transfer” means, at the end of the Earnout Period, the potential transfer to Pubco of the Sponsor Earnout Shares in the event that not all of the Triggering Events are achieved by Pubco.

“Stated AVAX Amount” means, with respect to any Company Unit Investor, the amount of AVAX contributed as set forth on the signature page of the Company Unit Subscription Agreement.

“Stated Dollar Amount” means, with respect to any Company Unit Investor, the U.S. dollar amount contributed as set forth on the signature page of the Company Unit Subscription Agreement.

“Stated USDC Amount” means, with respect to any Company Unit Investor, the USDC amount contributed as set forth on the signature page of the Company Unit Subscription Agreement.

“Subscription Closing Date” means October 1, 2025.

“Subsequent Token Sale” means, after the expiration of the Covered Period but prior to the expiration of the initial five-year period, a sale or transfer by the Foundation of additional AVAX tokens to Pubco, the Company, or their Affiliates in a transaction comparable in size and discount to the Foundation Transaction.

“Tarmac Labs” means Tarmac Labs Inc.

“Token Sale Agreement” or “TSA” means the token sale and purchase agreement governing the Foundation Transaction, dated October 1, 2025, entered into by and between the Foundation, the Company, and Pubco (as may be amended and/or amended and restated), a copy of which is attached hereto as Annex D.

“Transactions” means the Mergers together with the other transactions contemplated by the Business Combination Agreement, including the Foundation Transaction, the Dragonfly Contribution and the Company Unit Subscription.

“Treasury Regulations” means the final, temporary and proposed treasury regulations promulgated under the Code and its legislative history.

“Triggering Event” means each of Triggering Event I, Triggering Event II or Triggering Event III, together the “Triggering Events”.

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“Triggering Event I” means 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.

“Triggering Event II” means 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.

“Triggering Event III” 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.

“Trust Account” means the trust account established by MLAC with the proceeds from the MLAC IPO and the MLAC Private Placement pursuant to the Trust Agreement in accordance with the MLAC IPO Prospectus.

“Trust Agreement” means that certain Investment Management Trust Agreement, dated as of December 12, 2024, by and between MLAC and the Trustee, as it may be amended, including to add Pubco to accommodate the Mergers, as well as any other agreements entered into related to or governing the Trust Account.

“Trustee” means Continental Stock Transfer & Trust Company, in its capacity as trustee under the Trust Agreement.

“Unit Separation” has the meaning ascribed in “The Business Combination Proposal — The Business Combination Agreement — Merger consideration and the Mergers — MLAC Merger.”

“U.S.” means the United States of America.

“U.S. GAAP” or “GAAP” means generally accepted accounting principles in the United States of America.

“U.S. Holder” means a beneficial owner of Ordinary Shares that is for U.S. federal income tax purposes:

“Unrestricted AVAX” means AVAX that is neither Long Restricted AVAX nor Short Restricted AVAX.

“Unrestricted Signing AVAX Price” means $29.62, the VWAP of AVAX denominated in USD as calculated from all executed trades on Binance (or its successor primary spot exchange) over the five-day period ending at 8:00 p.m. New York City time on September 29, 2025.

“USDC” means USD coin, a stablecoin pegged to the United States dollar.

“Virtual Machine” means virtual computer that defines a blockchain’s complete application logic by specifying the blockchain’s state, state transitions, transaction rules and API interface.

“VWAP” means volume weighted average price.

“Withum” means WithumSmith+Brown, PC.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement/prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. Forward-looking statements include, but are not limited to, statements regarding MLAC, Pubco, the Company and their respective management teams’ expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/ prospectus may include, for example, statements about:

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These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and current expectations, forecasts and assumptions and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the views of MLAC, Pubco or the Company as of any subsequent date, and none of MLAC, the Company nor Pubco undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in deciding how to grant your proxy or to instruct how your vote should be cast or how you should vote your shares on the Proposals. As a result of a number of known and unknown risks and uncertainties, the actual results or performance of Pubco may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

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While forward-looking statements reflect MLAC’s, Pubco’s and the Company’s good faith beliefs, as applicable, they are not guarantees of future performance. Except as otherwise required by applicable law, MLAC, Pubco and the Company disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this proxy statement/prospectus. For a further discussion of these and other factors that could cause MLAC’s, Pubco’s and the Company’s future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section entitled “Risk Factors.” You should not place undue reliance on any forward-looking statements, which are based only on information currently available to MLAC, Pubco and the Company.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The questions and answers below highlight only selected information from this proxy statement/ prospectus and only briefly address some commonly asked questions about the Meeting and the Proposals. The following questions and answers do not include all the information that is important to MLAC Shareholders. MLAC Shareholders are urged to carefully read this entire proxy statement/prospectus, including the annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the Meeting.

Q:Why am I receiving this proxy statement/prospectus?

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, pursuant to which the Company Unit Investors agreed to purchase, payable in cash, USD Coin (“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 (the “Company Unit Subscription”), upon the terms and subject to the conditions set forth therein. 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 (“Stated AVAX Amount”) multiplied by the applicable signing AVAX price (“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 (“Stated Dollar Amount”) or the stated USDC amount (“Stated USDC Amount”) (as applicable), in each case divided by $10.00 (the “Per Unit Price”).

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Each Company Unit Investor was required to fund its respective cash or USDC within three business days following the execution date of the Company Unit Subscription Agreement, and to fund its respective AVAX as soon as reasonably possible after the execution date of the Company Unit Subscription Agreement, in any case on or prior to November 7, 2025, in accordance with the terms of the Company Unit Subscription Agreements. At the Company Merger Effective Time, each Company Unit held by Company Unit Investors will be converted automatically into one share of Pubco Class A Stock. The Company Unit Investors, in accordance with the provisions of the Company Unit Subscription Agreements, agreed to purchase, payable in cash, USDC or AVAX, and the Company agreed to issue and sell, approximately $216 million worth of Company Units, consisting of a contractual value of approximately $96.4 million invested in cash, $22.3 million invested in USDC and $96.8 million invested in AVAX. The fair value of the proceeds received was approximately $96.5 million in cash, $22.3 million in USDC and $59.4 million in AVAX, representing the fair value of the AVAX received on the date the shares were transferred, and 192,293.45 AVAX to be received valued at $2 million as of January 31, 2026.

As of December 31, 2025, AVAT had received 3,340,696.22 AVAX tokens pursuant to the Company Unit Subscription and had purchased a total of 2,195,587 AVAX tokens using the cash and USDC proceeds of the Company Unit Subscription. As of December 31, 2025, the fair value of the 5,536,283.22 AVAX tokens received pursuant to the Company Unit Subscription and purchased using the cash and USDC proceeds of the Company Unit Subscription was $12.30 per token, or approximately $68,096,283.60. As of April 24, 2026, the average trading price of AVAX for such day was $9.38 per token; on the basis of the foregoing price, the value of the 5,536,283.22 AVAX tokens received pursuant to the Company Unit Subscription and purchased using the cash and USDC proceeds of the Company Unit Subscription as of December 31, 2025 would be approximately $51.9 million.

Also concurrently with the signing of the Business Combination Agreement, on October 1, 2025, the Seller, directly and/or indirectly through Dragonfly Ventures L.P. and Dragonfly Ventures II, L.P. (the “Funds” and together with other Seller controlled vehicles, the “Seller Related Parties”), contributed 1,960,040 AVAX, all upon the terms and subject to the conditions set forth in the Contribution Agreement, for a contractual value of approximately $58 million worth of Company Units at the Per Unit Price (the “Dragonfly Contribution”), and for a total combined contractual value, between the Company Unit Subscription and the Dragonfly Contribution, of approximately $274 million worth of Company Units. As of December 31, 2025, the fair value of the 1,960,040 AVAX tokens contributed pursuant to the Dragonfly Contribution was $12.30 per token, or approximately $24.1 million. As of April 24, 2026, the average trading price of AVAX for such day was $9.38 per token; on the basis of the foregoing price, the value of the 1,960,040 AVAX tokens contributed pursuant to the Dragonfly Contribution would be approximately $18.4 million.

For more information about the Company Unit Subscription and other arrangements contemplated by the Business Combination Agreement, please see the sections entitled “The Business Combination Proposal — The Business Combination Agreement” and “The Business Combination Proposal — Other Transaction Agreements.”

This proxy statement/prospectus and its Annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Meeting. You should read this proxy statement/prospectus and its Annexes carefully and in their entirety.

Q:What is being voted on at the Meeting?

A:MLAC Shareholders are being asked to vote to approve the following Proposals:

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See the section entitled “The Domestication and Organizational Documents Proposals.”

MLAC will hold the Meeting to consider and vote upon these Proposals. This proxy statement/ prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Meeting. MLAC Shareholders should read it carefully.

The vote of MLAC Shareholders is important. MLAC Shareholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus and on the enclosed proxy card or, if you hold your Public Shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

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Potential ownership of issued and outstanding shares of Pubco Class A Stock upon Closing:

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Beneficial Ownership of Securities” and as described above. Should one or more of the assumptions prove incorrect, actual ownership percentages may vary materially from those described in this proxy statement/prospectus as anticipated, believed, estimated, expected or intended. See “Unaudited Pro Forma Condensed Combined Financial Information.”

For a summary of all of the conditions that must be satisfied (or waived, where permissible) prior to completion of the Business Combination, see the section entitled “The Business Combination Proposal — The Business Combination Agreement” and “The Business Combination Proposal — Other Transaction Agreements.”

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The proceeds from the Trust Account (net of any amounts used to fund the redemptions of Public Shares) will be used to pay any transaction expenses of the parties, including certain of the MLAC loans, administrative expenses of the parties and any remainder will be used for general corporate purposes, including, but not limited to, working capital for operations and to purchase additional AVAX. The proceeds from the Company Unit Subscription were used to purchase AVAX, and, net of the amounts used to purchase the AVAX or to the extent any such AVAX is liquidated, may to the extent necessary be used to fund any transaction or administrative expenses of the parties or for general corporate purposes at the discretion of management pursuant to the First Amended and Restated LLC Agreement. The amount of AVAX held in comparison to cash-on-hand fluctuates at any given time according to market conditions and the business judgment of the Company’s management regarding desired asset distribution, liquidity and working capital requirements. The Company maintains enough working capital in cash to pay for ongoing transaction expenses, and also generates yield from staked AVAX that can be liquidated as needed to further fund transaction or other operating expenses. As of December 31, 2025, the Company had generated $1,509,509 in staking rewards revenue from 118,735 AVAX received. Should the Company require additional liquidity at Closing to pay transaction expenses, management maintains the flexibility to liquidate AVAX as needed. As of December 31, 2025 and April 24, 2026, approximately 36.5% and 0.1%, respectively, of the AVAX holdings of AVAT were unlocked and unstaked, available to be liquidated as needed to fund transaction or other operating expenses. In addition, MLAC and Pubco may seek to arrange for additional third-party financing which may be in the form of debt (including convertible notes) or equity, the proceeds of which would be used for a variety of purposes.

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Assuming a quorum is established, an MLAC Shareholder’s failure to vote by proxy or to vote at the Meeting will have no effect on the Proposals. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on any of the Proposals. The Sponsor currently holds 7,187,500 MLAC Class B Ordinary Shares and 495,000 MLAC Class A Ordinary Shares underlying its 495,000 MLAC Private Placement Shares, representing 24.8% of the issued and outstanding MLAC Ordinary Shares. The Sponsor has agreed to vote its 7,682,500 MLAC Ordinary Shares in favor of each of the Proposals. As a result, with respect to each Proposal that requires approval of MLAC Shareholders by an ordinary resolution, in addition to the Sponsor’s MLAC Ordinary Shares, MLAC would need only 7,813,751, or 34.0%, of the 23,000,000 Public Shares (assuming all issued and outstanding MLAC Ordinary Shares are voted at the Meeting), and would not need any of the 23,000,000 Public Shares (assuming a minimum number of MLAC Ordinary Shares to achieve a quorum are voted at the Meeting), to be voted in favor of such Proposals in order to have such Proposals approved. With respect to the Merger Proposal which requires approval of MLAC Shareholders by a special resolution, in addition to the Sponsor’s MLAC Ordinary Shares, MLAC would need only 12,979,167, or 56.4%, of the 23,000,000 Public Shares (assuming all issued and outstanding MLAC Ordinary Shares are voted at the Meeting), and would not need any of the 23,000,000 Public Shares (assuming a minimum number of MLAC Ordinary Shares to achieve a quorum are voted at the Meeting), to be voted in favor of such Proposal in order to have such Proposal approved.

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count towards this quorum, MLAC will need MLAC Shareholders holding 2,648,334, or 11.5%, of the 23,000,000 Public Shares represented in person (including via the virtual meeting platform) or by proxy at the Meeting to have a valid quorum.

As a result, with respect to each Proposal that requires approval of MLAC Shareholders by an ordinary resolution, in addition to the Sponsor’s MLAC Ordinary Shares, MLAC would need only 7,813,751, or 34.0%, of the 23,000,000 Public Shares (assuming all issued and outstanding MLAC Ordinary Shares are voted at the Meeting), and would not need any of the 23,000,000 Public Shares (assuming a minimum number of MLAC Ordinary Shares to achieve a quorum are voted at the Meeting), to be voted in favor of such Proposals in order to have such Proposals approved. With respect to the Merger Proposal which requires approval of MLAC Shareholders by a special resolution, in addition to the Sponsor’s MLAC Ordinary Shares, MLAC would need only 12,979,167, or 56.4%, of the 23,000,000 Public Shares (assuming all issued and outstanding MLAC Ordinary Shares are voted at the Meeting), and would not need any of the 23,000,000 Public Shares (assuming a minimum number of MLAC Ordinary Shares to achieve a quorum are voted at the Meeting), to be voted in favor of such Proposal in order to have such Proposal approved.

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These interests may have influenced the MLAC Board in making their recommendation that you vote in favor of the approval of the Business Combination. The members of the MLAC Board were aware of and considered these interests, among other matters, when they approved the Business Combination and recommended that MLAC shareholders approve the proposals required to effect the Business Combination. The MLAC Board determined that the overall benefits expected to be received by MLAC and its shareholders in the Business Combination outweigh any potential risk created by the conflicts stemming from these interests. In addition, the MLAC Board determined that potentially disparate interests would be mitigated because (i) most of these disparate interests would exist with respect to a business combination by MLAC with any other target business or businesses, (ii) these interests could be adequately disclosed to shareholders in this proxy statement/prospectus, and that shareholders could take them into consideration when deciding whether to vote in favor of the proposals set forth herein and (iii) the Sponsor will hold equity interests in Pubco with value that, after the Closing, will be based on the future performance of Pubco’s stock.

For more information, see “Certain Relationships and Related Party Transactions” and see the risk factor entitled “Risk Factors — Risks Related to the Business Combination — Since the Sponsor and its Affiliates have interests that are different from, or in addition to (and which may conflict with), the interests of Public Shareholders, a conflict of interest may have existed in determining whether the Business Combination with Pubco and the Company is appropriate as MLAC’s initial business combination. Such interests include that the Sponsor will lose its entire investment in MLAC if the Business Combination is not completed or any other business combination is not completed.”

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The MLAC Board reviewed and considered the potential conflicting interests described above with respect to the Sponsor and Affiliates and, after taking into account the factors they deemed applicable (including the potential conflicting interests), unanimously approved the Business Combination Agreement and the transactions contemplated therein.

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For additional discussion of the U.S. federal income tax treatment of the Domestication and the MLAC Merger, see the section entitled “U.S. Federal Income Tax Considerations.”

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This concentrated control could delay, defer or prevent a change of control, merger, consolidation or sale of all or substantially all of Pubco’s assets, or conversely this concentrated control could result in the consummation of such a transaction that the holders of Pubco Class A Stock do not support. See “Risk Factors” for a more detailed discussion of these risks.

Under Nasdaq Rule 5635(b), shareholder approval is required when any issuance or potential issuance will result in a “change of control” of the issuer. Although Nasdaq has not adopted any rule on what constitutes a “change of control” for purposes of Rule 5635(b), Nasdaq has previously indicated that the acquisition of, or right to acquire, by a single investor or affiliated investor group, as little as 20% of the ordinary shares (or securities convertible into or exercisable for ordinary shares) or voting power of an issuer could constitute a change of control.

Under Nasdaq Rule 5635(d), shareholder approval is required for a transaction other than a public offering involving the sale, issuance or potential issuance by an issuer of ordinary shares (or securities convertible into or exercisable for ordinary shares) at a price that is less than the lower of (the “Minimum Price”): (i) the Nasdaq official closing price immediately preceding the signing of the binding agreement; or (ii) the average Nasdaq official closing price of the common stock for the five trading days immediately preceding the signing of the binding agreement if the number of shares of common stock to be issued is or may be equal to 20% or more of the common stock, or 20% or more of the voting power, outstanding before the issuance.

Additionally, upon the consummation of the Business Combination and based on the assumptions described elsewhere in this proxy statement/prospectus, Pubco expects to issue, (i) shares of Pubco Class A Stock in connection with the Business Combination, (ii) shares of Pubco Class A Stock in connection with the Company Unit Subscription, (iii) shares of Pubco Class A Stock and Pubco Class B Stock in connection with the Dragonfly Contribution, (iv) shares of Pubco Class A Stock in connection with the Foundation Transaction, (v) shares of Pubco Class A Stock that will, upon Closing, be reserved for issuance pursuant to the Incentive Plan, and (vi) shares that may be issued to the Sponsor and its Affiliates from conversion of the Working Capital Loans. For further details, see “The Business Combination Agreement,” “The Business Combination Proposal — Post-Closing Pubco Board of Directors and Executive Director — Investments and Additional Permitted Financing” and “Executive and Director Compensation — Material Terms of the Incentive Plan.” Accordingly, the aggregate number of (i) shares of Pubco Class A Stock and Pubco Class B Stock that Pubco will issue in connection with the Business Combination will, in the aggregate,

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exceed 20% of both the voting power and the number of MLAC Ordinary Shares outstanding before such issuance and will result in a change of control of MLAC. For these reasons, MLAC is seeking the approval of MLAC Shareholders for the issuance of the shares of Pubco Class A Stock and Pubco Class B Stock in connection with the Business Combination pursuant to Nasdaq Rules 5635(a) and (b). For further details, see “The Nasdaq Proposal.”

Continental Stock Transfer & Trust Company
One State Street Plaza, 30^th Floor

New York, New York 10004
Attn: SPAC Redemption Team

Email: spacredemptions@continentalstock.com

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If you hold Public Shares in “street name,” you will have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DTC’s DWAC system.

A Public Shareholder may not withdraw a redemption request once submitted to MLAC unless the MLAC Board determines (in their sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part). Subject to the forgoing, if you delivered your Public Shares for redemption to CST and decide within the required timeframe not to exercise your redemption rights, you may request that CST return the shares (physically or electronically). You may make such request by contacting CST at the phone number or address listed under the question “Who can help answer my questions?” below.

Any holder of Public Shares (whether or not they are a holder on the Record Date) will be entitled to demand that their Public Shares be redeemed for a pro rata portion of the amount then in the Trust Account (which was approximately $244.0 million as of April 27, 2026, or approximately $10.61 per share (including interest earned on the funds held in the Trust Account but less taxes payable). Such amount, less any owed but unpaid taxes on the funds in the Trust Account, will be paid promptly upon consummation of the Business Combination. Your vote on any Proposal will have no impact on the amount you will receive upon exercise of your redemption rights.

If a holder of Public Shares properly makes a demand for redemption as described above, then, if the Business Combination is consummated, MLAC will convert these shares into a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your Public Shares for cash and will not be entitled to shares of Pubco Class A Stock upon consummation of the Business Combination. If the Business Combination is not approved or completed for any reason, then holders of Public Shares who elected to exercise their redemption rights would not be entitled to convert their Public Shares for the applicable pro rata share of the Trust Account. In such case, MLAC will promptly return any Public Shares delivered by Public Shareholders and such holders may only share in the assets of the Trust Account upon the consummation of another business combination or the liquidation of MLAC. This may result in holders receiving less than they would have received if the Business Combination was completed and they exercised redemption rights in connection therewith.

Notwithstanding the foregoing, the MLAC Memorandum and Articles provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than 15% of the Public Shares in the aggregate, without the prior consent of MLAC.

In addition, Public Shareholders are still entitled to exercise the rights of redemption as detailed in this proxy statement/prospectus and the redemption proceeds payable to Public Shareholders who exercise such redemption rights will represent the fair value of those shares. For a discussion about the Public Shareholders’ redemption rights, please see “Extraordinary General Meeting of MLAC Shareholders — Redemption Rights.”

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Q:When do you expect the Business Combination to be completed?

Q.Why does MLAC need to hold an annual meeting?

Q:When and where is the Meeting?

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vote your shares and submit questions during the Meeting via a live webcast available at https://www.cstproxy.com/mountainlakeacquisition/2026.

Q:Can I attend the Meeting in person?

Q:How can I attend the Meeting virtually?

You or your proxyholder will be able to attend and vote at the Meeting by visiting https://www.cstproxy.com/mountainlakeacquisition/2026 and using a control number assigned by CST. To register and receive access to the Meeting, registered shareholders and beneficial owners (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement/prospectus. You will need the voter control number included on your proxy card in order to be able to vote your shares or submit questions during the Meeting. If you do not have a voter control number, you will be able to listen to the Meeting only and you will not be able to vote or submit questions during the Meeting.

Q:What do I need to do now?

Q:How do I vote?

Q:If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

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Q:May I change my vote after I have mailed my signed proxy card?

Q:What will happen if I abstain from voting or fail to vote at the Meeting?

Q:What will happen if I sign and return my proxy card without indicating how I wish to vote?

Q:If I am not going to attend the Meeting, should I return my proxy card instead?

Q:What happens if I fail to take any action with respect to the Meeting?

Q:What should I do if I receive more than one set of voting materials?

Q:Who will solicit and pay the cost of soliciting proxies?

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Q:Who can help answer my questions?

Mountain Lake Acquisition Corp.

930 Tahoe Blvd STE 802 PMB 45

Incline Village, NV 89451

Tel: (775) 204-1489

or

You may also obtain additional information about MLAC from documents filed with the SEC by following the instructions in the section of this proxy statement/prospectus entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek redemption of your Public Shares, you will need to deliver your shares (either physically or electronically) to CST at the address below at least two (2) business days prior to the Meeting. If you have questions regarding the certification of your position or delivery of your Public Shares, please contact:

Continental Stock Transfer & Trust Company

1 State Street, 30^th Floor

New York, New York 10004

Attn: SPAC Redemption Team

Email: spacredemptions@continentalstock.com

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