CORRESP 1 filename1.htm

	Giovanni Caruso
	Partner
	345 Park Avenue	Direct	212.407.4866
	New York, NY 10154	Main	212.407.4000
		Fax	212.937.3943
		gcaruso@loeb.com

Via Edgar

November 25, 2024

Ronald (Ron) E. Alper

David Link

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re: Mountain Lake Acquisition Corp.

Amendment No. 2 to Registration Statement on Form S-1

Filed November 15, 2024

File No. 333-281410

Dear Mr. Ronald and Mr. Link:

On behalf of our client, Mountain Lake Acquisition Corp. (the “Company”), we hereby provide a response to the comments issued in a letter dated November 22, 2024 (the “Staff’s Letter”) regarding the Amendment No. 2 to the Company’s Registration Statement on Form S-1 (the “Registration Statement”). Contemporaneously, we are filing a revised Registration Statement via Edgar (the “Amended Registration Statement”).

In order to facilitate the review by the Commission’s staff (the “Staff”) of the Amended Registration Statement, we have responded, on behalf of the Company, to the comment set forth in the Staff’s Letter. The numbered paragraph set forth below responds to the Staff’s comment and corresponds to the numbered paragraph in the Staff’s Letter.

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A limited liability partnership including professional corporations

November 25, 2024 Page 2

Amendment No. 2 to Form S-1 filed November 15, 2024

Dilution, page 83

1. We note your disclosure in the introductory paragraphs to the dilution table that your calculation does not reflect any dilution associated with the conversion of rights, including the private rights. This disclosure does not appear to be consistent with your calculation, which appears to contemplate the dilutive impact of the conversion of the public and private rights. Please clarify or revise.

Response: The Company has revised the disclosure on page 83 of the Amended Registration Statement to remove the language indicating that no value was attributed to the rights.

November 25, 2024 Page 3

Please call me at 212 407-4866 if you would like additional information with respect to any of the foregoing. Thank you.

/s/ Giovanni Caruso

Giovanni Caruso

Partner