Mountain Lake says LOI exclusivity expired

Mountain Lake Acquisition Corp. II reports that the exclusivity period in its non-binding letter of intent with Terra Quantum AG, entered in April 2026, has expired.

Rhea-AI Filing Summary

Mountain Lake Acquisition Corp. II reports that the exclusivity period in its non-binding letter of intent with Terra Quantum AG, entered in April 2026, has expired. The company says discussions with Terra Quantum may continue but, with exclusivity lapsed, it may enter into discussions with other companies regarding a potential business combination.

The filing reiterates standard forward-looking statement cautions and reserves the company’s right to update disclosures.

Insights

SPAC Transaction Analyst

Exclusivity lapsed on a non-binding LOI; SPAC can pursue other targets.

The filing states the exclusivity provisions of the non-binding letter of intent with Terra Quantum AG have expired (entered in April 2026). This means the vehicle is no longer contractually limited to that target and may engage other potential counterparties.

Practical dependencies include timing for any new target diligence, potential amendment or replacement of transaction documents, and continued investor communications; cash‑flow treatment or binding terms are not disclosed in the excerpt.

Corporate Counsel (M&A)

Document repeats forward-looking disclaimers and preserves company flexibility.

The report reiterates customary forward-looking statement language and explicitly states the company "assumes no obligation" to update such statements. The filing preserves the company's ability to continue discussions with Terra Quantum while also exploring other business combinations.

Key legal effects are procedural: absence of exclusivity removes a negotiation constraint; any future deal will require new or revised binding agreements and, where applicable, shareholder approvals.

Key Figures

Report date: May 26, 2026 LOI date (entered): April 2026 Warrant exercise price: $11.50 per share +1 more

4 metrics

Report date <date>May 26, 2026</date> Form 8‑K report date

LOI date (entered) <date>April 2026</date> Date LOI with Terra Quantum was entered

Warrant exercise price <money>$11.50</money> per share Warrants exercisable at stated exercise price on cover page

Commission File Number 001-43075 SEC commission file number on the cover page

Key Terms

non-binding letter of intent, exclusivity provisions, special purpose acquisition company

3 terms

non-binding letter of intent regulatory

"entered into a non-binding letter of intent to enter into a business combination"

A non-binding letter of intent is a preliminary document that outlines the main terms and expectations of a proposed transaction—such as a merger, acquisition, investment or partnership—without creating a legally enforceable obligation to complete the deal. Think of it as a written handshake or shopping list: it signals serious interest and sets the framework for negotiations and due diligence, which can move markets, but it does not guarantee the transaction will happen until a final, binding agreement is signed.

exclusivity provisions legal

"the exclusivity provisions of the non-binding letter of intent have expired"

special purpose acquisition company financial

"Mountain Lake Acquisition Corp. II, a special purpose acquisition company"

A special purpose acquisition company (SPAC) is a company formed with the sole purpose of raising money through a public offering to buy or merge with an existing private business. It acts like a vehicle that allows private companies to go public more quickly and with less complexity. For investors, it offers an opportunity to invest early in a potential acquisition, though it also carries risks if the intended deal doesn’t materialize.

FAQ

What did Mountain Lake (MLAA) disclose about its deal with Terra Quantum?

Direct answer: Mountain Lake disclosed that the exclusivity period in its non‑binding LOI with Terra Quantum expired in April 2026. Context: The company said discussions may continue but it may also pursue other potential business combination targets.

Does the expiry of exclusivity mean Mountain Lake has ended talks with Terra Quantum?

Direct answer: No; the filing states talks may continue despite exclusivity expiring. Context: The LOI was non‑binding, and the company explicitly said discussions with Terra Quantum "may" continue while it may also engage other companies.

Will Mountain Lake receive proceeds or change funding because exclusivity expired?

Direct answer: The filing does not disclose any proceeds or funding changes tied to the expiry. Context: The notice is limited to exclusivity status and forward‑looking disclaimers; cash‑flow or financing details are not provided in the excerpt.

What should investors know about forward‑looking statements in this MLAA filing?

Direct answer: The company includes standard forward‑looking disclaimers and says it does not intend to update such statements except as required by law. Context: Statements about potential business combinations are qualified by assumptions and risks described in the company's SEC filings.

Can Mountain Lake pursue other merger targets now?

Direct answer: Yes; the filing states that, with exclusivity expired, the company may enter into discussions with other companies regarding a potential business combination. Context: The LOI was non‑binding and exclusivity lapsed, removing that constraint.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/26/2026 - 06:15 AM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 26, 2026

MOUNTAIN LAKE ACQUISITION CORP. II

(Exact name of registrant as specified in its charter)

Cayman Islands		001-43075		98-1891915
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

930 Tahoe Blvd STE 802 PMB 45

Incline Village, NV 89451

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (775) 204-1489

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant		MLAAU		The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share		MLAA		The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share		MLAAW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

As previously disclosed, in April 2026, Mountain Lake Acquisition Corp. II, a special purpose acquisition company (“MLAC II” or the “Company”) entered into a non-binding letter of intent to enter into a business combination with Terra Quantum AG (“Terra Quantum”). While MLAC II and Terra Quantum may continue discussions relating to a potential business combination, the exclusivity provisions of the non-binding letter of intent have expired. As a result, MLAC II may also enter into discussions with other companies regarding a potential business combination.

Forward-Looking Statements

This document contains certain forward-looking statements within the meaning of the federal securities laws with respect to possible business combinations (including a potential business combination between MLAC II and Terra Quantum), including statements regarding discussions with targets relating to a proposed business combination. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “forecast,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” “positions,” “enables” and similar expressions (including the negative versions of such words or expressions). These forward-looking statements are based on the Company’s current expectations about future events, as well as assumptions made by, and information currently available to the Company. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on the Company’s behalf are qualified in their entirety by this paragraph. Readers are cautioned not to put undue reliance on forward-looking statements, and MLAC II assumes no obligation and, except as required by law, does not intend to update or revise these forward-looking statements (including whether discussions between MLAC II and Terra Quantum cease), whether as a result of new information, future events or otherwise.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MOUNTAIN LAKE ACQUISITION CORP. II
Date: May 26, 2026	By:	/s/ Paul Grinberg
		Name:	Paul Grinberg
		Title:	Chief Executive Officer

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