UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 8.01. Other Events.
On January 28, 2026, Mountain Lake Acquisition Corp. II (the “Company”) consummated its initial public offering (“IPO”) of 36,000,000 units (the “Units”) including 4,680,000 Units issued as a result of the underwriters’ exercise in full of their over-allotment option. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant of the Company, (each a, “Warrant”). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $360,000,000.
Simultaneously with the closing of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 980,000 Units (the “Private Placement Units”). 510,000 Private Placement Units were sold to Mountain Lake Acquisition Sponsor II LLC, the Company’s sponsor, and 470,000 Private Placement Units were sold to BTIG, LLC (“BTIG”), in each case at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $9,800,000.
A total of $360,000,000, or $10.00 per Unit, comprised of the net proceeds from the IPO (which amount includes up to $12,600,000 of the underwriter’s deferred discount) and the proceeds of the sale of the Private Placement Units, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee.
An audited balance sheet as of January 28, 2026 reflecting the receipt of the proceeds from the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
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Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1 | Audited Balance Sheet as of January 28, 2026 | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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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: February 3, 2026
| MOUNTAIN LAKE ACQUISITION CORP. II | ||
| By: | /s/ Paul Grinberg | |
| Name: | Paul Grinberg | |
| Title: | Chief Executive Officer | |
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