Mountain Lake Acquisition Corp. Files 8-K with Key Corporate Updates

TL;DR

MLAC filed an 8-K detailing material agreements, equity sales, and charter amendments from Dec 12.

AI Summary

Mountain Lake Acquisition Corp. filed an 8-K on December 16, 2024, reporting on several key events that occurred on December 12, 2024. These include entering into a material definitive agreement, unregistered sales of equity securities, and amendments to its articles of incorporation or bylaws. The filing also notes other events and financial statements/exhibits.

Why It Matters

This filing signals significant corporate actions by Mountain Lake Acquisition Corp., potentially impacting its structure, operations, and shareholder agreements.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements and unregistered equity sales, which can introduce complexities and potential risks related to compliance and future financing.

Key Players & Entities

• Mountain Lake Acquisition Corp. (company) — Registrant
• 0001213900-24-109391 (other) — Accession Number
• 20241216 (date) — Filing Date
• 20241212 (date) — Date of Earliest Event Reported
• Cayman Islands (location) — Jurisdiction of Incorporation
• 001-42436 (other) — Commission File Number
• 98-1796213 (other) — I.R.S. Employer Identification No.
• 930 Tahoe Blvd STE 802 PMB 45 (address) — Principal Executive Offices
• Incline Village, NV 89451 (address) — Principal Executive Offices
• (775) 204-1489 (phone) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.0001 — f one Class A Ordinary Share, par value $0.0001 per share, and one Right entitling the
• $10.00 — Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of
• $230,000,000 — per Unit, generating gross proceeds of $230,000,000. As of December 16, 2024, a total of $
• $231,150,000 — 0. As of December 16, 2024, a total of $231,150,000 of the net proceeds from the IPO (inclu
• $8,050,000 — vate Unit, generating total proceeds of $8,050,000. The Private Units are identical to th

Filing Documents

• ea0224860-8k_mountain.htm (8-K) — 40KB
• ea022486001ex1-1_mountain.htm (EX-1.1) — 229KB
• ea022486001ex3-1_mountain.htm (EX-3.1) — 261KB
• ea022486001ex4-1_mountain.htm (EX-4.1) — 71KB
• ea022486001ex10-1_mountain.htm (EX-10.1) — 54KB
• ea022486001ex10-2_mountain.htm (EX-10.2) — 101KB
• ea022486001ex10-3_mountain.htm (EX-10.3) — 140KB
• ea022486001ex10-4_mountain.htm (EX-10.4) — 32KB
• ea022486001ex10-5_mountain.htm (EX-10.5) — 33KB
• ea022486001ex10-6_mountain.htm (EX-10.6) — 102KB
• ea022486001ex99-1_mountain.htm (EX-99.1) — 7KB
• ea022486001ex99-2_mountain.htm (EX-99.2) — 8KB
• ex3-1_001.jpg (GRAPHIC) — 5KB
• 0001213900-24-109391.txt ( ) — 1087KB

01. Entry into

Item 1.01. Entry into a Material Definitive Agreement. On December 12, 2024, the Registration Statement (File No. 333-281410) and the Registration Statement (File No. 333-283774) (the “Registration Statements”) relating to the initial public offering (“IPO”) of Mountain Lake Acquisition Corp. (the “Company”) were declared effective by the Securities and Exchange Commission and automatically effective, respectively. In connection therewith, on December 12, 2024, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statements: An Underwriting Agreement, dated December 12, 2024, by and between the Company and BTIG, LLC, as representative of the underwriters; A Rights Agreement, dated December 12, 2024 by and between the Company and Continental Stock Transfer & Trust Company; A Letter Agreement, dated December 12, 2024, by and between the Company and each of Mountain Lake Acquisition Sponsor LLC (the “Sponsor”), the officers and directors of the Company; An Investment Management Trust Agreement, dated December 12, 2024, by and between the Company and Continental Stock Transfer & Trust Company; A Registration Rights Agreement, dated December 12, 2024, by and among the Company, BTIG, LLC and the initial shareholders of the Company; A Sponsor Private Unit Subscription Agreement, dated December 12, 2024, by and between the Company and the Sponsor; A Representative Private Unit Subscription Agreement, dated December 12, 2024, by and between the Company and BTIG, LLC; and Indemnity Agreements, dated December 12, 2024, by and between the Company and each of the officers and directors of the Company. The underwriters were granted a 45-day option to purchase up to additional 3,150,000 Units (as defined below) to cover over-allotments, if any. On December 13, 2024, the underwriters exercised the over-allotment option partially to purchase additiona

02. Unregistered

Item 3.02. Unregistered Sales of Equity Securities. Simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) of 805,000 units (the “Private Units”) with the Sponsor and BTIG, LLC at a price of $10.00 per Private Unit, generating total proceeds of $8,050,000. The Private Units are identical to the Units (as defined above) sold in the IPO except with respect to certain registration rights and transfer restrictions. Additionally, the holders of the Private Units have agreed to certain restrictions on the Private Units, as described in the Registration in limited circumstances, as described in the Registration Statements) until 30 days after the completion of the Company’s initial business combination. The holders were granted certain demand and piggyback registration rights in connection with the purchase of the Private Units. The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a public offering.

03. Amendments

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year. On December 12, 2024, and in connection with the IPO, the Company adopted its Second Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles of Association is filed herewith as Exhibit 3.1 and is incorporated by reference herein.

01. Other Events

Item 8.01. Other Events. On December 12, 2024, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K. On December 16, 2024, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

01. Financial

Item 9.01. Financial Exhibit No. Description 1.1 Underwriting Agreement, dated December 12, 2024, by and between the Company and BTIG, LLC 3.1 Second Amended and Restated Memorandum and Articles of Association 4.1 Rights Agreement, dated December 12, 2024, by and between the Company and Continental Stock Transfer & Trust Company 10.1 Letter Agreement, dated December 12, 2024, among the Company, the Sponsor and the Company’s Officers and Directors 10.2 Investment Management Trust Agreement, dated December 12, 2024, by and between Continental Stock Transfer & Trust Company and the Company 10.3 Registration Rights Agreement, dated December 12, 2024, by and among the Company, BTIG, LLC and the Initial Shareholders 10.4 Sponsor Private Unit Subscription Agreement, dated December 12, 2024, by and between the Company and the Sponsor 10.5 Representative Private Unit Subscription Agreement, dated December 12, 2024, by and between the Company and BTIG, LLC 10.6 Indemnity Agreements, dated December 12, 2024, by and among the Company and each of the Company’s officers and directors 99.1 Press Release Dated December 12, 2024 99.2 Press Release Dated December 16, 2024 2

SIGNATURES

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: December 16, 2024 MOUNTAIN LAKE ACQUISITION CORP. By: /s/ Paul Grinberg Name: Paul Grinberg Title: Chief Executive Officer and Chairman of the Board 3

View Full Filing

View this 8-K filing on SEC EDGAR