Mountain Lake Acquisition Corp. II
For the period ended Jun 30, 2026. Filed Aug 11, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 11, 2026
MLAA$10.020.0%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-13.
0001213900-26-055961
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-11.
0001213900-26-087770
Unregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 22 previous paragraphs and 11 current paragraphs.
9 unchanged; 2 reworded; 0 added; 11 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 5 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Removed paragraphs (11)
Previous report
The Proposed Business Combination may not be completed on the terms or timeline currently contemplated, or at all.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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:
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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:
Reworded paragraphs (2)
Previous wording
Simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreements, we completed the sale of an aggregate of 980,000 Private Placement Units to the Sponsor and BTIG in the Private Placement at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to us of $9,800,000. Of those 980,000 Private Placement Units, the Sponsor purchased 510,000 Private Placement Units and BTIG purchased 470,000 Private Placement Units. The Private Placement Units (and underlying securities) are identical to the Public Units (and underlying securities), except as otherwise disclosed in the IPO Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
Current wording
There were no sales of unregistered securities during the quarterly period covered by this Report. However, simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreements, we completed the sale of an aggregate of 980,000 Private Placement Units to the Sponsor and BTIG in the Private Placement at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to us of $9,800,000. Of those 980,000 Private Placement Units, the Sponsor purchased 510,000 Private Placement Units and BTIG purchased 470,000 Private Placement Units. The Private Placement Units (and underlying securities) are identical to the Public Units (and underlying securities), except as otherwise disclosed in the IPO Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
Previous wording
For a description of the use of proceeds generated in our Initial Public Offering and Private Placement, see Part II, Item 5 of our 2025 Annual Report. There has been no material change in the planned use of proceeds from our Initial Public Offering and Private Placement as described in the IPO Registration Statement. The specific investments in our Trust Account may change from time to time.
Current wording
There were no offerings of registered securities and therefore no planned use of proceeds for such offerings during the quarterly period covered by this Report. For a description of the use of proceeds generated in our Initial Public Offering and Private Placement, see Part II, Item 5 of our 2025 Annual Report and Part II, Item 2 of the 2026 First Quarter Form 10-Q. There has been no material change in the planned use of proceeds from our Initial Public Offering and Private Placement as described in the IPO Registration Statement. The specific investments in our Trust Account may change from time to time.