false
0002094265
0002094265
2026-03-18
2026-03-18
0002094265
MLAA:UnitsEachConsistingOfOneClassOrdinaryShareAndOnehalfOfOneRedeemableWarrantMember
2026-03-18
2026-03-18
0002094265
MLAA:ClassOrdinarySharesParValue0.0001PerShareMember
2026-03-18
2026-03-18
0002094265
MLAA:WarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember
2026-03-18
2026-03-18
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): March 18, 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.
Separate
Trading of Class A Ordinary Shares and Warrants
On
March 18, 2026, Mountain Lake Acquisition Corp. II (the “Company”) announced that, commencing on March 19, 2026, the
holders of the units issued in its initial public offering (the “Units”), each Unit consisting of one Class A ordinary
share of the Company, par value $0.0001 per share (the “Class A Ordinary Share”), and one-half of one redeemable warrant
of the Company (the “Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary
Share for $11.50 per share, may elect to separately trade the Class A Ordinary Shares and the Warrants included in the Units. No fractional
Warrants will be issued upon separation of the Units and only whole Warrants will trade. Any Units not separated will continue to trade
on the Nasdaq Global Market under the symbol “MLAAU.” The Class A Ordinary Shares and the Warrants are expected to trade
on the Nasdaq Global Market under the symbols “MLAA” and “MLAAW,” respectively. Holders of Units will need to
have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate
the Units into Class A Ordinary Shares and Warrants.
Forfeiture
of Founder Shares
As
previously reported, on January 28, 2026, the Company consummated its initial public offering of 36,000,000 units (the “Units”),
including 4,680,000 Units issued pursuant to the partial exercise by the underwriters of their 45-day over-allotment option to purchase
up to 4,698,000 additional units at the initial public offering price. Each Unit consisted of one Class A ordinary share of the Company,
par value $0.0001 per share, and one-half of one redeemable warrant of the Company, with each whole Warrant entitling the holder thereof
to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds
to the Company of $360,000,000 Mountain Lake Acquisition Sponsor II LLC, the Company’s sponsor (the “Sponsor”),
owned an aggregate of 12,006,000 Class B common stock of the Company, par value $0.0001 per share (“Class B Ordinary Shares”)
at the consummation of the IPO, up to 6,000 shares of which were subject to forfeiture depending on the extent to which the underwriters’
over-allotment option was exercised.
On
March 11, 2026, the underwriters informed the Company that they would not exercise the remainder of their over-allotment option. As a
result, on March 16, 2026, 6,000 Class B Ordinary Shares of the Company were forfeited by the Sponsor
Item 9.01. Financial
Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated March 18, 2026. |
| 104 |
|
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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: March 18, 2026 |
By: |
/s/ Paul
Grinberg |
| |
|
Name: |
Paul Grinberg |
| |
|
Title: |
Chief Executive Officer |
Exhibit 99.1
Mountain Lake Acquisition Corp. II Announces
the Separate Trading of its Class A
Ordinary Shares and Warrants, Commencing March 19, 2026
Incline Village, NV, March 18, 2026 (GLOBE NEWSWIRE) -- Mountain
Lake Acquisition Corp. II (Nasdaq: MLAAU) (the “Company”) announced today that, commencing March 19, 2026, holders
of the units sold in the Company’s initial public offering may elect to separately trade the Company’s Class A ordinary shares
and warrants included in the units. No fractional warrants will be issued upon separation of the units and only whole warrants will trade.
The Class A ordinary shares and warrants that are separated will trade on the Nasdaq Global Market under the symbols “MLAA”
and “MLAAW,” respectively. Those units not separated will continue to trade on the Nasdaq Global Market under the symbol “MLAAU.”
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state
or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
About Mountain Lake Acquisition Corp. II
Mountain Lake Acquisition Corp. II is a blank
check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of effecting a merger,
amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
Forward-Looking Statements
This press release may include, and oral statements
made from time to time by representatives of the Company may include, “forward-looking statements” within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding
possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of
historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking
statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently
available to, the Company’s management. 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 Securities and Exchange Commission (“SEC”).
All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety
by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company,
including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s
initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after
the date of this release, except as required by law.
Company Contact
Douglas Horlick
930 Tahoe Blvd STE 802 PMB 45
Incline Village, NV 89451
Email: doug@mountainlakeacquisition.com
