Mountain Lake Acquisition Corp. II

Previous wording

Although we are not limited in our search for target businesses to a particular industry or sector for the purpose of consummating the Business Combination, our primary focus is in completing a Business Combination with an established business of scale poised for continued growth, led by a highly regarded management team. We are an early stage and emerging growth company and, as such, we are subject to all of the risks associated with early stage and emerging growth companies. We expect to incur significant costs in the pursuit of our acquisition plans. There can be no assurance that our plans to complete a Business Combination will be successful.

Current wording

Although we are not limited in our search for target businesses to a particular industry or sector for the purpose of consummating the Business Combination, we are focusing our search on completing a Business Combination with an established business of scale poised for continued growth, led by a highly regarded management team. We are an early stage and emerging growth company and, as such, we are subject to all of the risks associated with early stage and emerging growth companies. We expect to incur significant costs in the pursuit of our acquisition plans. There can be no assurance that our plans to complete a Business Combination will be successful.

Previous wording

Our IPO Registration Statement became effective on January 26, 2026. On January 28, 2026, we consummated our Initial Public Offering of 36,000,000 Public Units, including 4,680,000 Option Units issued pursuant to the partial exercise of the Over-Allotment Option. Each Public Unit consists of one Public Share and one-half of one Public Warrant. The Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to us of $360,000,000.

Current wording

Our IPO Registration Statement and MEF Registration Statement became effective on January 26, 2026. On January 28, 2026, we consummated our Initial Public Offering of 36,000,000 Public Units, including 4,680,000 Option Units issued pursuant to the partial exercise of the Over-Allotment Option. Each Public Unit consists of one Public Share and one-half of one Public Warrant. The Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to us of $360,000,000.

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 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 9,800,000 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.

Current 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 9,800,000 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 and the MEF Registration Statement.

Previous wording

Pursuant to the Expense Reimbursement Agreement dated April 5, 2026 entered into between us and Terra Quantum in connection with the LOI, Terra Quantum agreed to reimburse us for fifty percent (50%) of certain documented transaction costs and expenses incurred by us in connection with the proposed transaction, subject to a maximum reimbursement amount of $250,000, in the event a definitive agreement was not executed. As a result, we recorded a receivable from Terra Quantum of $131,709 as of June 30, 2026, representing reimbursable expenses incurred under the Expense Reimbursement Agreement. As of the date of this Report, the Company received payment of the full outstanding receivable from Terra Quantum.

Current wording

Pursuant to the Expense Reimbursement Agreement dated April 5, 2026 entered into between us and Terra Quantum in connection with the LOI, Terra Quantum agreed to reimburse us for fifty percent (50%) of certain documented transaction costs and expenses incurred by us in connection with the proposed transaction, subject to a maximum reimbursement amount of $250,000, in the event a definitive agreement was not executed. As a result, we recorded a receivable from Terra Quantum of $131,709 as of June 30, 2026, representing reimbursable expenses incurred under the Expense Reimbursement Agreement. As of September 30, 2026, the Company had received payment of the full outstanding receivable from Terra Quantum.

Previous wording

For the three months ended June 30, 2026, we had a net income of $2,911,416, which consists of interest earned on cash and marketable securities held in Trust Account of $3,214,082, partially offset by formation, general, and administrative costs of $302,666.

Current wording

For the three months ended September 30, 2026, we had a net income of $3,344,871, which consists of interest earned on cash and marketable securities held in Trust Account of $3,506,619, partially offset by formation, general, and administrative costs of $161,748.

Previous wording

For the six months ended June 30, 2026, we had a net income of $4,837,757, which consists of interest earned on cash and marketable securities held in Trust Account of $5,368,577, partially offset by formation, general, and administrative costs of $530,820.

Current wording

For the nine months ended September 30, 2026, we had a net income of $8,182,628, which consists of interest earned on cash and marketable securities held in Trust Account of $8,875,196, partially offset by formation, general, and administrative costs of $692,568.

Previous wording

For the six months ended June 30, 2026, net cash used in operating activities was $742,980. Net income of $4,837,757 was affected by payment of formation, general, and administrative costs through the IPO Promissory Note of $15,054 and interest earned on cash and marketable securities held in Trust Account of $5,368,577. Changes in operating assets and liabilities used $227,214 of cash from operating activities.

Current wording

For the nine months ended September 30, 2026, net cash used in operating activities was $732,475. Net income of $8,182,628 was affected by payment of formation, general, and administrative costs through the IPO Promissory Note of $15,054 and interest earned on cash and marketable securities held in Trust Account of $8,875,196. Changes in operating assets and liabilities used $54,961 of cash from operating activities.

Previous wording

As of June 30, 2026, we had marketable securities held in the Trust Account of $365,368,577 (including approximately $5,368,577 of interest income). We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of any taxes payable and exclude the Deferred Fee), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Current wording

As of September 30, 2026, we had marketable securities held in the Trust Account of $368,875,196 (including approximately $8,875,196 of interest income). We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of any taxes payable and exclude the Deferred Fee), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Previous wording

As of June 30, 2026, we had cash held outside of the Trust Account of $1,146,565. We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants, or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

Current wording

As of September 30, 2026, we had cash held outside of the Trust Account of $1,157,070. We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants, or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

Previous wording

As of December 31, 2025, a related party had paid for expenses on our behalf totaling to $29,911, which we paid in full on January 28, 2026, at the closing of the Initial Public Offering. As of June 30, 2026, and December 31, 2025, we had $0 and $29,911 outstanding balance under advance from related party in the condensed balance sheets of the financial statements included in this Report under Item 1. “Financial Statements”, respectively.

Current wording

As of December 31, 2025, a related party had paid for expenses on our behalf totaling $29,911, which we paid in full on January 28, 2026, at the closing of the Initial Public Offering. As of September 30, 2026, and December 31, 2025, we had $0 and $29,911 outstanding balance under advance from related party in the condensed balance sheets of the financial statements included in this Report under Item 1. “Financial Statements”, respectively.

Previous wording

We agreed, commencing on the closing of the Initial Public Offering, to pay our (i) Chairman and Chief Executive Officer and (ii) Chief Financial Officer and Director a total of $20,000 per month for their services as our executive officers and directors. Upon completion of the initial Business Combination or our liquidation, we will cease paying these monthly fees. For the three and six months ended June 30, 2026, we incurred and paid an expense of $60,000 and $100,000 of fees for these services, respectively.

Current wording

We agreed, commencing on the closing of the Initial Public Offering, to pay our (i) Chairman and Chief Executive Officer and (ii) Chief Financial Officer and Director a total of $20,000 per month for their services as our executive officers and directors. Upon completion of the initial Business Combination or our liquidation, we will cease paying these monthly fees. For the three and nine months ended September 30, 2026, we incurred and paid an expense of $60,000 and $160,000 of fees for these services, respectively.

Previous wording

The holders of (i) the Founder Shares, (ii) the Private Placement Units and (iii) any private placement-equivalent units issued in connection with the Working Capital Loans, if any (and in each case holders of their underlying securities, as applicable) are entitled to registration rights pursuant to the Registration Rights Agreement, requiring us to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A Ordinary Shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. BTIG may only make a demand on one occasion and only during the five-year period beginning on the effective date of the IPO Registration Statement. In addition, BTIG may participate in a “piggyback” registration only during the seven-year period beginning on the effective date of the IPO Registration Statement. We will bear the expenses incurred in connection with the filing of any such registration statements.

Current wording

The holders of (i) the Founder Shares, (ii) the Private Placement Units and (iii) any private placement-equivalent units issued in connection with the Working Capital Loans, if any (and in each case holders of their underlying securities, as applicable) are entitled to registration rights pursuant to the Registration Rights Agreement, requiring us to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A Ordinary Shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. BTIG may only make a demand on one occasion and only during the five-year period beginning on the effective date of the IPO Registration Statement and the MEF Registration Statement. In addition, BTIG may participate in a “piggyback” registration only during the seven-year period beginning on the effective date of the IPO Registration Statement and the MEF Registration Statement. We will bear the expenses incurred in connection with the filing of any such registration statements.

Previous wording

Furthermore, pursuant to the Letter Agreement, our Sponsor, directors, officers have agreed that: (x) the Founder Shares shall be subject to a transfer restrictions of the earlier of (i) six months after the completion of our initial Business Combination or earlier if, subsequent to our initial Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 30 days after our initial Business Combination and (ii) the date following the completion of our initial Business Combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property; (y) the Private Placement Units (including their underlying securities) shall be subject to transfer restriction until 30 days after the completion of our initial Business Combination; and (z) any Units, Warrants, Ordinary Shares or any other securities convertible into, or exercisable or exchangeable for, any Units, Ordinary Shares, Founder Shares or Warrants shall be subject to transfer restriction for 180 days following the effective date of the Underwriting Agreement.

Current wording

Furthermore, pursuant to the Letter Agreement, our Sponsor, directors and officers have agreed that: (x) the Founder Shares shall be subject to transfer restrictions of the earlier of (i) six months after the completion of our initial Business Combination or earlier if, subsequent to our initial Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 30 days after our initial Business Combination and (ii) the date following the completion of our initial Business Combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property; (y) the Private Placement Units (including their underlying securities) shall be subject to transfer restriction until 30 days after the completion of our initial Business Combination; and (z) any Units, Warrants, Ordinary Shares or any other securities convertible into, or exercisable or exchangeable for, any Units, Ordinary Shares, Founder Shares or Warrants shall be subject to transfer restriction for 180 days following the effective date of the Underwriting Agreement.

Previous wording

In December 2023, the FASB issued ASU Topic 2023-09, “Income taxes (Topic 740): Improvements to Income Tax Disclosure” (“ASU 2023-09”), which enhances the transparency and usefulness of income tax disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. We adopted ASU 2023- 09 on October 16, 2025, the date of our incorporation. Adoption of the ASU 2023-09 did not impact our financial position, results of operations or cash flows.

Current wording

In December 2023, the FASB issued ASU Topic 2023-09, “Income taxes (Topic 740): Improvements to Income Tax Disclosure” (“ASU 2023-09”), which enhances the transparency and usefulness of income tax disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. We adopted ASU 2023- 09 on October 16, 2025, the date of our inception. Adoption of ASU 2023-09 did not impact our financial position, results of operations or cash flows.