Mountain Lake Acquisition Corp. II

The Proposed Business Combination may not be completed on the terms or timeline currently contemplated, or at all.

The consummation of the Proposed Business Combination with Terra Quantum is subject to numerous conditions, including our entry into a definitive Business Combination agreement with Terra Quantum, completion of due diligence, receipt of required approvals and other customary closing conditions, and there can be no assurance that the Proposed Business Combination will be consummated.

On March 17, 2026, we entered into the LOI with Terra Quantum. We are currently in the process of negotiating the definitive agreement for the Proposed Business Combination, however, there can be no assurance that we will enter into the definitive agreement for the Proposed Business Combination. Even if we enter into a definitive agreement for the Proposed Business Combination, there can be no assurance that the Proposed Business Combination will be completed on the terms and within the timeframe currently contemplated, or at all.

If the Proposed Business Combination is not completed for any reason, the price of our Class A Ordinary Shares may decline to the extent that the market price of our Class A Ordinary Shares reflects or previously reflected positive market assumptions that the Proposed Business Combination would be completed, and the related benefits would be realized. In addition, we have expended and will continue to expend significant Management time and resources and have incurred and will continue to incur significant expenses due to legal, advisory, printing, and financial services fees related to the Proposed Business Combination. These expenses must be paid regardless of whether the Proposed Business Combination is consummated.

If the Proposed Business Combination is not completed for any reason, our ongoing business and financial results may be adversely affected and, without realizing any of the benefits of having completed the Proposed Business Combination, we will be subject to a number of risks, including the following:

During the exclusivity period of the LOI and the negotiations of a potential definitive agreement for the Proposed Business Combination with Terra Quantum, our focus on the Proposed Business Combination could limit our ability to pursue other alternative Business Combinations, which could adversely affect our business.

We are actively negotiating a definitive agreement for the Proposed Business Combination with Terra Quantum. There can be no assurance that we will successfully negotiate and enter into a definitive agreement, or that any such transaction will be consummated on the terms or timeline currently contemplated, or at all. Our efforts and resources are concentrated on the Proposed Business Combination with Terra Quantum, which could limit our ability to identify, diligence and pursue alternative targets during this period. Even if we do enter into a definitive agreement for the Proposed Business Combination with Terra Quantum, we may become subject to customary covenants during the pendency of that agreement, like no-solicitation restrictions and operating restrictions, that could limit our ability to pursue or consummate an alternative Business Combination if the Proposed Business Combination is not completed, and could place us at a competitive disadvantage during that period.

We anticipate that our securities will be suspended from trading on Nasdaq and delisted if we do not consummate our initial Business Combination by 36 Months. Any trading suspension or delisting could have a material adverse effect on the trading of our securities and may adversely affect our ability to consummate an initial Business Combination.

Our IPO Registration Statement was declared effective by the SEC on January 26, 2026 and our securities are currently listed on the Global Market tier of Nasdaq. Pursuant to our Amended and Restated Articles, we have until January 28, 2028 to consummate our initial Business Combination.

Accordingly, were we to amend our Amended and Restated Articles to extend the date by which we are permitted to consummate our initial Business Combination, we would still need to consummate our initial Business Combination on or prior to 36 months in order to avoid a suspension of our securities from trading on and delisting from Nasdaq. If Nasdaq were to suspend our securities from trading and delist our securities, our securities could potentially be quoted on an over-the-counter market. Even if our securities are then quoted on an over-the-counter market, our Nasdaq suspension and delisting could have significant material adverse consequences, including: