Mountain Lake Acquisition Corp-A美股招股说明书(2024-12-13版)

Mountain Lake Acquisition Corp. 21,000,000 Units Mountain Lake Acquisition Corp. is a blank check company incorporated as a Cayman Islands exemptedcompany whose business purpose is to effect a merger, share exchange, asset acquisition, share purchase,reorganization or similar business combination with one or more businesses, which we refer to as our initialbusiness combination. We have not selected any specific business combination target and we have not, nor hasanyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any businesscombination target with respect to an initial business combination with us. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consistsof one Class A ordinary share and one right. Each right entitles the holder thereof to receive one-tenth of oneClass A ordinary share upon the consummation of an initial business combination, as described in more detailin this prospectus. No fractional shares will be issued upon conversion of the rights. As a result, you must haveten rights to receive one ordinary share at the closing of the initial business combination. The underwriters havea 45-day option from the date of this prospectus to purchase up to 3,150,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class Aordinary shares (up to an aggregate of 15% of the shares sold in this offering, as described in more detail in thisprospectus) that were sold as part of the units in this offering, which we refer to collectively as our publicshares, upon the completion of our initial business combination at a per-share price, payable in cash, equal tothe aggregate amount then on deposit in the trust account described below as of two business days prior to theconsummation of our initial business combination, including interest earned on the funds held in the trustaccount (which interest shall be net of taxes payable), divided by the number of then outstanding public shares,subject to the limitations and on the conditions described herein. Each public shareholder may elect to redeemtheir public shares irrespective of whether they vote for or against an initial business combination, or whetherthey do not vote or abstain from voting on the initial business combination. Our sponsor, Mountain Lake Acquisition Sponsor LLC, a Delaware limited liability company (which werefer to as our “sponsor” throughout this prospectus), and BTIG have committed to purchase an aggregate of770,000 units, or “private units” (if the underwriters’ option to purchase additional units (the “over-allotmentoption”) is exercised in full, 833,750 private units) at a price of $10.00 per unit in a private placement that willclose simultaneously with the closing of this offering. Each private unit will consist one ordinary share and oneright. Of those 770,000 private units, our sponsor has agreed to purchase 520,000 private units (or 523,750private units if the underwriters’ option to purchase additional units is exercised in full). BTIG has agreed topurchase 250,000 private units (or 310,000 private units if the underwriters’ option to purchase additional unitsis exercised in full). We refer to the shares included in the private units throughout this prospectus as the“private shares” and the rights included in the private units as the “private rights.” The private units areidentical to the units sold in this offering, subject to certain limited exceptions as described in this prospectus. Our sponsor paid $25,000 for an aggregate of 7,546,875 Class B ordinary shares (up to 984,375 of whichwill be surrendered to us for no consideration after the closing of this offering depending on the extent to whichthe underwriters’ over-allotment option is exercised), which will automatically convert into Class A ordinaryshares concurrently with or immediately following the consummation of our initial business combination, orearlier at the option of the holders thereof, on a one-for-one basis, subject to the adjustments as describedadjacent to the caption “Founder shares conversion and anti-dilution rights” and may result in a materialdilution to the equity interests of the Class A ordinary shareholders. The nominal purchase price paid by our sponsor for the founder shares may significantly dilute the implied value of your public shares in the event weconsummate an initial business combination, and our sponsor is likely to make a substantial profit on itsinvestment in us in the event we consummate an initial business combination, even if the business combinationcauses the trading price of our ordinary shares to decline materially.See the section titled “Dilution” on page83 for more information.See“Risk Factor — Our initial shareholders paid an aggregate of $25,000 orapproximately $0.003 per founder share and, accordingly, you will experience immediate and substan