Mountain Lake Acquisition Corp II-A美股招股说明书(2026-01-28版)

Mountain Lake Acquisition Corp.II 31,320,000Units Mountain Lake Acquisition Corp.II is a blank check company incorporated as a Cayman Islands exemptedcompany and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition,share purchase, reorganization or similar business combination with one or more businesses, which we refer tothroughout this prospectus as our initial business combination. We have not selected any business combinationtarget and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly orindirectly, with any business combination target. We may pursue an initial business combination in any businessor industry and in any geographic region. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of oneClassA ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereofto purchase one ClassA ordinary share at a price of $11.50 per share, subject to adjustment as described herein.Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and onlywhole warrants will trade. The warrants will become exercisable 30days after the completion of our initialbusiness combination and will expire fiveyears after the completion of our initial business combination orearlier upon redemption or our liquidation, as described herein. The underwriters have a 45-day option from thedate of this prospectus to purchase up to an additional 4,698,000units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain,vote for, or vote against, our initial business combination, all or a portion of their ClassA ordinary shares thatwere sold as part of the units in this offering, which we refer to collectively as our public shares, upon thecompletion of our initial business combination at a per-share price, payable in cash, equal to the aggregateamount then on deposit in the trust account described below as of twobusiness days prior to the consummationof our initial business combination, including interest earned on the funds held in the trust account, less incometaxes payable, divided by the number of then outstanding public shares, subject to the limitations and on theconditions described herein. Except for income taxes, the proceeds placed in the trust account and the interestearned thereon are not intended to be used to pay for possible excise tax or any other fees or taxes that may belevied on the company pursuant to any current, pending or future rules or laws, including without limitation anyexcise tax due under the Inflation Reduction Actof2022 on any redemptions or stock buybacks by ourCompany.See “Summary—The Offering—Redemption rights for public shareholders upon completionof our initial business combination”and“Summary—The Offering—Redemption of public shares anddistribution and liquidation if no initial business combination” for more information. Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial businesscombination and we do not conduct redemptions in connection with our initial business combination pursuant tothe tender offer rules, our amended and restated memorandum and articles of association provide that a publicshareholder, together with any affiliate of such shareholder or any other person with whom such shareholder isacting in concert or as a “group” (as defined under Section13 of the Securities ExchangeActof1934, asamended (the “ExchangeAct”), will be restricted from redeeming its shares with respect to more than anaggregate of 15% of the shares sold in this offering without our prior consent. However, we would not berestricting our shareholders’ ability to vote all of their shares (including all shares held by those shareholdersthat hold more than 15% of the shares sold in this offering) for or against our initial business combination.See“Summary—The Offering—Limitation on redemption rights of shareholders holding 15% or more ofthe shares sold in this offering if we hold shareholder vote” for further discussion of certain limitations onredemption rights. Our sponsor, Mountain Lake Acquisition SponsorII LLC, and BTIG have committed to purchase an aggregateof 886,400 private placement units (or 980,360 private placement units if the underwriters’ option to purchaseadditional units is exercised in full) at a price of $10.00 per unit for an aggregate purchase price of $8,864,000(or $9,803,600 if the underwriters’ option to purchase additional units is exercised in full). Of those 886,400private placement units, our sponsor has agreed to purchase 510,000 private placement units. BTIG has agreedto purchase 376,400 private placement units (or 470,360 private placement units if the underwriters’ option topurchase Table of Contents additional units is exercised in full). Each