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.
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 |
