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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
January 26, 2026
Date of Report (Date of earliest event reported)
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) |
|
(I.R.S. Employer
Identification No.) |
| 930 Tahoe Blvd STE 802 PMB 45, Incline Village, NV |
|
89451 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: 775-204-1489
N/A
(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 |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
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 entitling the holder to purchase one Class A ordinary share at a 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 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
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 1.01. Entry into a Material Definitive
Agreement.
On January 28, 2026, Mountain Lake Acquisition
Corp. II (the “Company”) consummated its initial public offering (“IPO”), which consisted of 36,000,000 units
(the “Units”), including 4,680,000 Units issued pursuant to the partial exercise by the underwriters of their over-allotment
option. Each Unit consists of one Class A ordinary share, $0.0001 par value (“Class A Ordinary Share”) and one-half of one
redeemable warrant of the Company, (each, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one
Class A Ordinary Share for $11.50 per share (subject to adjustment). The Units were sold at an offering price of $10.00 per Unit, generating
gross proceeds of $360,000,000.
In connection with the IPO, the Company entered
into the following agreements, forms of which were previously filed as exhibits to the Company’s registration statements on Form
S-1, File Nos. 333-291833 and 333-292969, as amended (the “Registration Statements”), filed with the U.S. Securities and Exchange
Commission:
| |
● |
Underwriting Agreement, dated January 26, 2026, by and between the Company and BTIG, LLC, as representative of the underwriters (“BTIG”), a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference; |
| |
|
|
| |
● |
Warrant Agreement, dated as of January 26, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 and incorporated herein by reference; |
| |
|
|
| |
● |
Letter Agreement, dated January 26, 2026, by and among the Company, Mountain Lake Acquisition Sponsor II LLC (the “Sponsor”), the initial shareholders and the officers and directors of the Company, a copy of which is attached as Exhibit 10.1 and incorporated herein by reference; |
| |
|
|
| |
● |
Investment Management Trust Agreement, dated as of January 26, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 and incorporated herein by reference; |
| |
|
|
| |
● |
Registration Rights Agreement, dated as of January 26, 2026, by and among the Company and certain security holders of the Company, a copy of which is attached as Exhibit 10.3 and incorporated herein by reference; |
| |
|
|
| |
● |
Private Units Subscription Agreement, dated
January 26, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 and incorporated herein by
reference; |
| |
|
|
| |
● |
Private Units Subscription Agreement, dated January 26, 2026, by and between the Company and BTIG, a copy of which is attached as Exhibit 10.5 and incorporated herein by reference; and |
| |
|
|
| |
● |
Indemnity Agreement, dated as of January 26, 2026, by and among the
Company and each of the officers and directors of the Company, a copy of which is attached as Exhibit 10.6 and incorporated herein by
reference. |
As of January 28, 2026, a total of $360,000,000
of the net proceeds from the IPO and the Private Placement (as defined below), which amount included $12,600,000 in deferred underwriting
commissions, was deposited in a trust account established for the benefit of the Company’s public shareholders. An audited balance
sheet as of January 28, 2026, reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement will be filed
within four (4) business days of the consummation of the IPO.
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, the
Company consummated a private placement (the “Private Placement”) of an aggregate of 980,000 units (the “Private Units”)
to the Sponsor and BTIG, at a price of $10.00 per Private Unit, generating total proceeds of $9,800,000. Each Private Unit consists of
one Class A Ordinary Share and one-half of one redeemable Warrant, with each whole Warrant entitling the holder thereof to purchase one
Class A Ordinary Share for $11.50 per share (subject to adjustment). Of those 980,000 Private Units, the Sponsor purchased 510,000 Private
Units and BTIG purchased 470,000 Private Units. The Warrants purchased by BTIG may not be exercised more than five years from the pricing of the IPO on January 26, 2026. In addition,
BTIG may not exercise its demand and “piggy-back” registration rights after five and seven years, respectively, after the
pricing of the IPO on January 26, 2026 and may not exercise its demand rights on more than one occasion.
The Private Units are identical to the Units sold
in the IPO except with respect to certain registration rights and transfer restrictions, as described in the Registration Statements.
Additionally, such holders agreed not to transfer, assign or sell any of the Private Units or underlying securities (except in limited
circumstances, as described in the Registration Statements) until 30 days after the completion of the Company’s initial business
combination. The holders were granted certain demand and piggyback registration rights in connection with the purchase of the Private
Units and the underlying securities.
The Private Units were sold pursuant to Section
4(a)(2) of the Securities Act, as the transaction did not involve a public offering.
Item 5.03. Amendments to Certificate of Incorporation
or Bylaws; Change in Fiscal Year.
On January 26, 2026, and in connection with the
IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles
of Association are filed herewith as Exhibit 3.1 and are incorporated by reference herein.
Item 8.01. Other Events.
On January 26, 2026, the Company issued a press
release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On January 28, 2026, the Company issued a press
release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated January 26, 2026, by and between the Company and BTIG, LLC, as representative of the underwriters |
| |
|
|
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association |
| |
|
|
| 4.1 |
|
Warrant Agreement, dated as of January 26, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent |
| |
|
|
| 10.1 |
|
Letter Agreement, dated January 26, 2026, by and among the Company, Mountain Lake Acquisition Sponsor II LLC, the initial shareholders and the officers and directors of the Company |
| |
|
|
| 10.2 |
|
Investment Management Trust Agreement, dated as of January 26, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee |
| |
|
|
| 10.3 |
|
Registration Rights Agreement, dated as of January 26, 2026, by and among the Company and certain security holders of the Company |
| |
|
|
| 10.4 |
|
Private Units Subscription Agreement, dated January 26, 2026, by and between the Company and Mountain Lake Acquisition Sponsor II LLC |
| |
|
|
| 10.5 |
|
Private Units Subscription Agreement, dated January 26, 2026, by and between the Company and BTIG, LLC |
| |
|
|
| 10.6 |
|
Indemnity Agreement, dated as of January 26, 2026, by and between the Company and each of the officers and directors of the Company |
| |
|
|
| 99.1 |
|
Press Release Dated January 26, 2026 |
| |
|
|
| 99.2 |
|
Press Release Dated January 28, 2026 |
| |
|
|
| 104 |
|
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
SIGNATURES
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.
Dated: January 30, 2026
| Mountain Lake Acquisition Corp. II |
|
| |
|
|
| By: |
/s/ Paul Grinberg |
|
| Name: |
Paul Grinberg |
|
| Title: |
Chief Executive Officer |
|
4
Exhibit 99.1
Mountain Lake Acquisition
Corp. II Announces the Upsized Pricing of $313.2 Million Initial Public Offering
Incline Village, NV,
Jan. 26, 2026 (GLOBE NEWSWIRE) -- Mountain Lake Acquisition Corp. II (the “Company”), a newly organized special purpose acquisition
company formed as a Cayman Islands exempted company and led by Chief Executive Officer Paul Grinberg and Chief Financial Officer, Douglas
Horlick, today announced the pricing of its upsized initial public offering of 31,320,000 units at an offering price of $10.00 per unit,
with each unit consisting of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant will entitle the holder
thereof to purchase one Class A ordinary share at $11.50 per share. The units are expected to trade on the Global Market tier of the Nasdaq
Stock Market (“Nasdaq”) under the ticker symbol “MLAAU” beginning January 27, 2026. No fractional warrants will
be issued upon separation of the units and only whole warrants will trade. Once the securities comprising the units begin separate trading,
the ordinary shares and the warrants are expected to be traded on Nasdaq under the symbols “MLAA” and “MLAAW,”
respectively.
BTIG, LLC is acting as
sole book-running manager for the offering.
The Company has granted
the underwriter a 45-day option to purchase up to an additional 4,698,000 units at the initial public offering price to cover over-allotments,
if any. The offering is expected to close on January 28, 2026 subject to customary closing conditions.
A registration statement
relating to the securities sold in the initial public offering was declared effective by the U.S. Securities and Exchange Commission (the
“SEC”) on January 26, 2026. The offering is being made only by means of a prospectus. When available, copies of the prospectus
may be obtained from: BTIG, LLC, 65 East 55th Street, New York, New York 10022, or by email at ProspectusDelivery@btig.com,
or by accessing the SEC’s website at www.sec.gov.
This press release shall
not constitute an offer to sell or a solicitation of an offer to buy, 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, which we refer to throughout this prospectus as our initial business combination.
Forward-Looking Statements
This press release contains
statements that constitute “forward-looking statements,” including with respect to the Company’s initial public offering
(“IPO”) and search for an initial business combination. No assurance can be given that the offering discussed above will be
completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. 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 preliminary prospectus for the IPO filed with the SEC. Copies are available
on the SEC’s website, www.sec.gov. The Company undertakes no obligation
to update these statements for revisions or changes after the date of this release, except as required by law.
Contacts:
Douglas Horlick
930 Tahoe Blvd STE 802 PMB 45
Incline Village, NV 89451
Telephone: (775) 204-1489
Exhibit 99.2
Mountain Lake Acquisition Corp. II Announces Closing of Upsized
$360 Million Initial Public Offering
Incline Village, NV, Jan. 28, 2026 (GLOBE NEWSWIRE)
-- Mountain Lake Acquisition Corp. II (the “Company”), a newly organized special purpose acquisition company formed as a Cayman
Islands exempted company and led by Chief Executive Officer, Paul Grinberg and Chief Financial Officer, Douglas Horlick, today announced
the closing of its upsized initial public offering of 36,000,000 units, which includes 4,680,000 units issued pursuant to the partial
exercise by the underwriters of their over-allotment option, at an offering price of $10.00 per unit, resulting in gross proceeds of $360,000,000.
The units began trading on the Global Market tier
of the Nasdaq Stock Market (“Nasdaq”) under the ticker symbol “MLAAU” on January 27, 2026. Each unit consists
of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class
A ordinary share at $11.50 per share. No fractional warrants will be issued upon separation of the units and only whole warrants will
trade. Once the securities comprising the units begin separate trading, the ordinary shares and the warrants are expected to be traded
on Nasdaq under the symbols “MLAA” and “MLAAW,” respectively.
BTIG, LLC is acting as sole book-running manager
for the offering.
A registration statement relating to the securities
sold in the initial public offering was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on January
26, 2026. The offering was made only by means of a prospectus copies of which may be obtained from: BTIG, LLC, 65 East 55th Street, New
York, New York 10022, or by email at ProspectusDelivery@btig.com, or by accessing the SEC’s website at www.sec.gov.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy, 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, which we refer to throughout
this prospectus as our initial business combination.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking
statements,” including with respect to the Company’s initial public offering (“IPO”) and search for an initial
business combination. No assurance can be given that the offering discussed above will be completed on the terms described, or at all,
or that the net proceeds of the offering will be used as indicated. 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 preliminary prospectus for the IPO filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The
Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required
by law.
Contacts:
Douglas Horlick
930 Tahoe Blvd STE 802 PMB 45
Incline Village, NV 89451
Email: doug@mountainlakeacquisition.com
