Mountain Lake Acq II

The sponsor’s 6,000 share forfeiture adjusts the insider equity base, reducing future post-combination dilution relative to public shareholders. The commencement of separate trading introduces standalone liquidity and pricing vectors for the equity and warrants before any merger vote. These mechanics confirm the finalization of the capital raise ($360,000,000 at $10.00 per unit) and lock the outstanding share composition as the SPAC enters its operational phase toward a business combination target.

This filing locks the Trust Account balance at $360,000,000 and fixes the per-share redemption value at $10.00, establishing the baseline liquidity for public shareholders. It finalizes the 24-month Completion Window commencing January 28, 2026, creating a definitive liquidation deadline of January 28, 2028, absent a shareholder-approved extension. The audited balance sheet reports $1,878,537 in non-trust cash and $1,836,637 in working capital, which management states is sufficient to finance operations for one year. Sponsor and director letter agreements waive redemption rights on founder shares, mandate voting them in favor of a Business Combination, and impose Sponsor indemnification liability if third-party claims reduce the Trust Account below the lesser of $10.00 per Public Share or the actual per-share balance. Executive compensation is set at $20,000 per month for the CEO and CFO until Business Combination or liquidation. The Company explicitly states it has selected no specific target and holds no substantive discussions with any potential Business Combination partner as of January 28, 2026.

This filing is material because it establishes the initial trust value for investors to track ahead of any redemption deadline or deal. The trust currently holds $360,000,000 (or approximately $10.00 per public share, the standard IPO price). There are no redemption deadlines active yet. The sponsor, officers, and directors have agreed to vote for a deal and not redeem their founder/private shares, with standard lock-ups (founder shares: 6 months or price test; private placement units: 30 days post-deal). A 24-month deadline is set from the closing date (January 28, 2026), giving the SPAC until January 28, 2028 to complete a business combination.

Sponsor and executive accumulation via secondary market purchases directly influences redemption mechanics by increasing retained public float, which typically reduces the probability of heavy shareholder withdrawals that would deplete capital and force an earlier liquidation or deadline extension. Because the insiders and sponsor did not subscribe through the trust account or invoke any cash-extension provision, the SPAC’s working capital remains untouched while market supply tightens. The document contains no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel transitions; all reported data derives exclusively from the 2026-01-28 acquisition events and the stated post-transaction holdings of 510,000 shares each. Management’s deployment of capital into the open market at $10 signals alignment with redemption outcomes and provides near-term liquidity support without altering the existing search mandate or wind-down calendar.

This filing establishes the baseline terms for all future redemption calculations, trust value tracking, and deal evaluation for MLAA. The trust per-share amount is set at $10.00 at IPO. The deadline is 24 months post-close (January 28, 2028). The document confirms the sponsor and underwriter stakes, founder share dilution, and the redemption mechanics (shareholders can redeem regardless of vote, with a 15% cap if a shareholder vote is used). The lack of a selected target means the SPAC is in 'searching' status. The disclosure of a prior failed SPAC (SLAC, which liquidated) and an active SPAC (MLAC) controlled by the same management team is material for assessing sponsor conduct and potential conflicts of interest.

Provides comprehensive details of the SPAC's IPO structure, including its trust account mechanics, redemption rights, business combination timeline, sponsor compensation, and potential conflicts of interest. Investors can evaluate the terms before the offering becomes effective.

This filing establishes the mechanics for one of the larger SPAC offerings in the current market. The trust value of $10.15 per share (from the system prompt) and the 24-month timeline (with no limit on extensions but a stated expectation of not exceeding 36 months) are standard. However, the sponsor economics are notable: founders paid $0.0025 per share, creating massive potential dilution for public shareholders. The anti-dilution provision (up to 25% of shares outstanding post-business combination) is more protective of sponsors than some recent SPACs. The indirect ownership structure via the sponsor LLC, with Mr. John Norton controlling 37% of founder shares and 81.7% of private placement units, creates potential conflicts of interest regarding which party controls the sponsor's voting decisions. The management team's prior SPAC experience includes SLAC (Social Leverage Acquisition Corp I) which liquidated after failing to complete a business combination, and MLAC (Mountain Lake Acquisition Corp.) which is pending a business combination with Avalanche Treasury Company LLC. The 15% redemption cap during a shareholder vote is a shareholder-unfriendly provision that limits exit liquidity for large holders.

What changed: Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, filed by Mountain Lake Acquisition Corp. II, a blank check company (SPAC) still searching for a business combination target. The company completed its IPO on January 28, 2026, raising $360,000,000 in gross proceeds (36,000,000 units at $10.00 per unit) and a simultaneous private placement of $9,800,000 (980,000 units at $10.00 per unit). As of March 31, 2026, the trust account held $362,154,495, or $10.06 per public share. The company reported a net income of $1,926,341 for the three-month period, primarily from interest earned on trust investments. On April 9, 2026 (after the reporting period), the company entered into a non-binding letter of intent with Terra Quantum AG for a proposed business combination. The sponsor forfeited 6,000 founder shares following the partial exercise of the over-allotment option. The redemption deadline is January 28, 2028 (24 months from IPO closing). Why it matters: The trust value of $10.06 per share exceeds the IPO price of $10.00, indicating modest interest income. The company has a clear deadline of January 2028 to complete a business combination. The LOI with Terra Quantum provides a potential path forward, but remains non-binding and subject to due diligence. Sponsor indemnification is limited as the sponsor's only assets are securities of the company. The company has not yet entered a definitive agreement, so the deal timeline is uncertain.

What changed: This document is Exhibit 99.1, a Joint Acquisition Statement attached to a Schedule 13G beneficial ownership report filed on May 13, 2026. It formally acknowledges that Adage Capital Management, L.P., Robert Atchinson, and Phillip Gross are filing together pursuant to Rule 13d-1(k) and agree that all subsequent amendments will be filed jointly on their behalf, with each party accepting independent responsibility for the completeness and accuracy of information concerning themselves. The excerpt provides no share counts, ownership percentages, acquisition dates, or purchase prices. Consequently, it does not alter the referenced search status, trust value, or business combination deadline. No redemption calendar adjustments, trust preservation mechanisms, extension proposals, or sponsor conduct updates are referenced in this filing. Why it matters: As a purely procedural joint-filing acknowledgment, this exhibit does not disclose investment intentions or block sizes that would immediately impact shareholder voting power or deSPAC negotiation leverage. Investors tracking redemption timelines should monitor the accompanying main Schedule 13G body for actual position disclosures, as aggregate institutional stakes influence the capital required to fund redemptions and could shape sponsor behavior around deal acceleration or liquidation. Until those numerical holdings are public, the filing carries no direct mechanical weight on the trust account or deadline mechanics.

What changed: Form 8-K current report under Section 13 or 15(d) of the Securities Exchange Act of 1934, furnishing a Regulation FD disclosure (Item 7.01) and Exhibit 99.1 consisting of a joint press release dated April 9, 2026. The filing advances the entity's status from searching to a preliminary merger phase by announcing a non-binding letter of intent with Terra Quantum AG. It contains no amendments to the $10.15 per-share trust value, the January 28, 2028 business combination deadline, shareholder redemption procedures, extension voting mechanisms, or sponsor conduct. Why it matters: This development directly impacts investors tracking de-spacification timelines and exit options. Per the attached press release (Exhibit 99.1), Mountain Lake Acquisition Corp. II and Terra Quantum AG agreed to a non-binding letter of intent valuing Terra Quantum at $3.25 billion. Terra Quantum’s Chairman and Chief Executive Officer Markus Pflitsch characterized the target as focused on differentiated quantum algorithms, software, quantum security, and hybrid quantum-classical solutions, citing commercial traction across defence, finance, pharmaceuticals, and logistics. Mountain Lake’s Chairman and Chief Executive Officer Paul Grinberg stated the proposal aligns with a corporate strategy to partner with high-growth, category-defining technology companies. Both organizations explicitly cautioned that completion is contingent on negotiating a definitive agreement, satisfying customary conditions, securing board and shareholder approvals, and obtaining regulatory clearance, with neither party assuring consummation or expected outcomes. Until the forthcoming Form S-4/F-4 registration statement and proxy statement/prospectus are filed, shareholders cannot determine precise redemption mechanics, exact capital structure adjustments, or official voting dates, making this filing a critical early marker of deal momentum but not a binding commitment.

What changed: A Form 8-K Current Report filing a Rule 425 written communication and an attached press release (Exhibit 99.1) announcing a non-binding letter of intent between Mountain Lake Acquisition Corp. II (MLAA) and Terra Quantum AG. The filing updates deal mechanics by disclosing that MLAA and Terra Quantum executed a non-binding LOI on April 9, 2026, valuing Terra Quantum at $3.25 billion. The document does not modify the existing $10.15 trust value per share, does not extend or reset the January 28, 2028 business combination deadline, and does not disclose any amendment to redemption procedures. It confirms MLAA's executive team consists of Paul Grinberg (Chairman & CEO) and Douglas Horlick (CFO, Director, President), with BTIG acting as financial advisor and Lowenstein Sandler LLP alongside Lenz & Staehelin providing legal counsel to MLAA. Registered securities include Class A ordinary shares at a par value of $0.0001 per share and warrants exercisable at $11.50 per share. Why it matters: The attachment advances MLAA from its SEARCHING status by identifying a concrete target and assigning a $3.25 billion valuation, initiating a negotiation window that must satisfy due diligence, board and shareholder approvals, and regulatory conditions before the January 28, 2028 deadline expires. According to the press release, Terra Quantum develops 'quantum algorithms, software, quantum security, and hybrid quantum-classical solutions' targeting defence, finance, pharmaceuticals, and logistics. Terra Quantum Chairman & CEO Markus Pflitsch states the partnership will accelerate innovation and expand the company's global footprint, while MLAA CEO Paul Grinberg claims Terra Quantum sits at the forefront of the quantum revolution and aligns with MLAA's strategy to acquire 'category-defining technology companies.' The filing also highlights advisory teams (Cohen & Company Capital Markets, Heussen Rechtsanwaltsgesellschaft mbH, Kellerhals Carrard, Winston & Strawn LLP, Niedermann Rechtsanwälte for Terra Quantum; BTIG, Lowenstein Sandler LLP, Lenz & Staehelin for MLAA) and warns of standard execution risks, including potential failure to complete the transaction by the deadline or secure an extension. Investors will use these details to gauge redemption likelihood, sponsor alignment, and the operational roadmap disclosed by the respective managements.

What changed: Annual report on Form 10-K for the fiscal year ended December 31, 2025, covering the period from inception (October 16, 2025) through year-end, before the IPO. First 10-K. The company had no operations and no target selected. Subsequent events disclose that the IPO closed on January 28, 2026, placing $360,000,000 in trust, and the company is now searching for a business combination. Trust per share is $10.00 at closing. Deadline is 24 months from IPO, i.e., January 28, 2028. Why it matters: This filing confirms the SPAC is in early stage with no business combination identified. It details sponsor economics, conflict of interest waivers, redemption rights, and risk factors. The trust is substantial at $360M. The deadline is clear. Public shareholders have redemption rights but are limited to 15% of shares without consent. A prior SPAC (SLAC) led by management failed to complete a deal and liquidated, which is a track record concern.

What changed: A Form 8-K Current Report under Items 8.01 (Other Events) and 9.01 (Financial Statements and Exhibits), accompanied by Exhibit 99.1, a press release dated March 18, 2026. The registrant confirmed that commencing March 19, 2026, holders may elect to separately trade the Class A ordinary shares and redeemable warrants included in the IPO units. Each whole warrant carries an exercise price of $11.50. Separately, the 8-K discloses that sponsor Mountain Lake Acquisition Sponsor II LLC forfeited 6,000 Class B ordinary shares on March 16, 2026. This forfeiture occurred after the underwriters notified the Company on March 11, 2026, that they would not exercise the remainder of their 45-day over-allotment option. The filing notes the IPO closed on January 28, 2026, with 36,000,000 units sold at $10.00 per unit, generating gross proceeds of $360,000,000. The underwriters had partially exercised 4,680,000 of up to 4,698,000 available over-allotment units. Why it matters: The sponsor’s 6,000 share forfeiture adjusts the insider equity base, reducing future post-combination dilution relative to public shareholders. The commencement of separate trading introduces standalone liquidity and pricing vectors for the equity and warrants before any merger vote. These mechanics confirm the finalization of the capital raise ($360,000,000 at $10.00 per unit) and lock the outstanding share composition as the SPAC enters its operational phase toward a business combination target.

What changed: A Form 4 insider ownership report for Mountain Lake Acquisition Corp. II. This document IS a Form 4 insider ownership report. Bearing on mechanics, the filing states there were 'No non-derivative transactions or holdings reported,' indicating no changes to sponsor conduct, insider equity stakes, or trust deployment for reporting persons Paul Grinberg (director, CEO, 10% owner), Mountain Lake Acquisition Sponsor II LLC (10% owner), and Douglas Horlick (director, CFO, 10% owner). The report contains no updates regarding the January 28, 2028 deadline, the $10.15 per share trust value, redemption windows, extension voting, or business combination progress. Regarding other substance, the document contains zero claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Why it matters: For investors monitoring redemption schedules, trust integrity, and sponsor alignment, the confirmed absence of insider buying or selling means management and the sponsor have not adjusted their economic exposure ahead of the 2028-01-28 termination date. The static holding pattern aligns with a SEARCHING-stage SPAC operating on a baseline $10.15 trust/share without requiring bridge financing, warrant exercises, or amendment votes that typically trigger Form 4 disclosures. Because the SEC filing reports zero activity and offers no operational commentary, it does not advance the deal calendar, alter redemption expectations, or signal sponsor conviction shifts.

What changed: A joint filing agreement (Exhibit 99.1) executed on February 4, 2026, by Mountain Lake Acquisition Sponsor II LLC, Paul Grinberg, and Douglas Horlick to coordinate a single Schedule 13D submission for beneficial ownership of Class A ordinary shares, $0.0001 par value, of Mountain Lake Acquisition Corp. II. This attachment alters none of the SPAC’s redemption mechanics, trust valuation, extension posture, or deal trajectory. It contains zero share counts, aggregate percentages, purchase prices, or financing figures. The document explicitly states that the structured holder table—which would disclose ownership thresholds, recent transactions, and source of funds—is absent from this XML variant. Consequently, the underlying trust accounting and statutory liquidation window remain untouched by this submission. Why it matters: As a procedural covenant, the agreement solely allocates joint and several liability for the timeliness and accuracy of the associated Schedule 13D among the three signatories. It indicates coordinated reporting behavior but supplies no independent evidence of target evaluation, warrant/option exercises, sponsor advances, or liquidity events. No claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel appear in the text. Because the primary 13D schedule with the missing beneficiary table is not provided, investors cannot assess redemption exposure, concentration risk, or sponsor commitment levels until the full form is filed or amended.

What changed: Form 8-K and audited balance sheet (Exhibit 99.1) reporting the consummation of Mountain Lake Acquisition Corp. II’s initial public offering and concurrent private placement. On January 28, 2026, the Company closed its IPO of 36,000,000 Units, including 4,680,000 Units from a partial over-allotment exercise, at $10.00 per Unit for $360,000,000 in gross proceeds. Simultaneously, the Company sold 980,000 Private Placement Units to Mountain Lake Acquisition Sponsor II LLC and BTIG, LLC at $10.00 per Unit for $9,800,000. A total of $360,000,000 was deposited into a U.S.-based trust account at Continental Stock Transfer & Trust Company, acting as trustee. Transaction costs totaled $20,458,198, consisting of a $7,200,000 cash underwriting fee, a $12,600,000 deferred underwriting fee, and $658,198 in other offering costs. The Company issued 12,006,000 Class B ordinary shares to the Sponsor for a $25,000 payment, and the underwriters' remaining unexercised over-allotment balance stands at 18,000 Units. Why it matters: This filing locks the Trust Account balance at $360,000,000 and fixes the per-share redemption value at $10.00, establishing the baseline liquidity for public shareholders. It finalizes the 24-month Completion Window commencing January 28, 2026, creating a definitive liquidation deadline of January 28, 2028, absent a shareholder-approved extension. The audited balance sheet reports $1,878,537 in non-trust cash and $1,836,637 in working capital, which management states is sufficient to finance operations for one year. Sponsor and director letter agreements waive redemption rights on founder shares, mandate voting them in favor of a Business Combination, and impose Sponsor indemnification liability if third-party claims reduce the Trust Account below the lesser of $10.00 per Public Share or the actual per-share balance. Executive compensation is set at $20,000 per month for the CEO and CFO until Business Combination or liquidation. The Company explicitly states it has selected no specific target and holds no substantive discussions with any potential Business Combination partner as of January 28, 2026.

What changed: FORM 4 — insider ownership report [0001213900-26-010406]. Filed on 2026-01-30, the report discloses transactions executed on 2026-01-28 by Chief Executive Officer Paul Grinberg, director and Chief Financial Officer Douglas Horlick, and 10% owner Mountain Lake Acquisition Sponsor II LLC. Each party acquired 510,000 shares at $10 per share through open-market purchases. Following these trades, each reporting person holds 510,000 shares. The filing records no amendments to the trust preservation covenant, no extension votes, no target announcements, and no changes to the statutory redemption deadline or warrant structures. Why it matters: Sponsor and executive accumulation via secondary market purchases directly influences redemption mechanics by increasing retained public float, which typically reduces the probability of heavy shareholder withdrawals that would deplete capital and force an earlier liquidation or deadline extension. Because the insiders and sponsor did not subscribe through the trust account or invoke any cash-extension provision, the SPAC’s working capital remains untouched while market supply tightens. The document contains no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel transitions; all reported data derives exclusively from the 2026-01-28 acquisition events and the stated post-transaction holdings of 510,000 shares each. Management’s deployment of capital into the open market at $10 signals alignment with redemption outcomes and provides near-term liquidity support without altering the existing search mandate or wind-down calendar.