UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-42436 MOUNTAIN LAKE ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) | Cayman Islands | 98-1796213 | | --- | --- | | ...

Part I. Financial Information [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed financial statements for Mountain Lake Acquisition Corp. as of March 31, 2025, and for the three months then ended, including the balance sheets, statement of operations, changes in shareholders' deficit, and cash flows, along with detailed notes explaining the company's organization, significant accounting policies, and financial instruments [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets%20as%20of%20March%2031%2C%202025%20%28Unaudited%29%20and%20December%2031%2C%202024) Condensed Balance Sheet Summary | Metric | March 31, 2025 (Unaudited) ($) | December 31, 2024 ($) | | :--------------------------------------- | :------------------------- | :------------------ | | **Assets** | | | | Cash | $1,221,107 | $1,383,392 | | Cash and marketable securities in Trust Account | $233,983,157 | $231,643,853 | | Total Assets | $235,375,465 | $233,231,190 | | **Liabilities** | | | | Total Current Liabilities | $143,088 | $17,334 | | Deferred underwriting fee payable | $8,050,000 | $8,050,000 | | Total Liabilities | $8,193,088 | $8,067,334 | | **Shareholders' Deficit** | | | | Accumulated deficit | $(6,801,580) | $(6,480,797) | | Total Shareholders' Deficit | $(6,800,780) | $(6,479,997) | [Condensed Statement of Operations](index=5&type=section&id=Condensed%20Statement%20of%20Operations%20For%20the%20Three%20Months%20Ended%20March%2031%2C%202025%20%28Unaudited%29) Condensed Statement of Operations Summary | Metric | Three Months Ended March 31, 2025 (Unaudited) ($) | | :------------------------------------------ | :-------------------------------------------- | | Operating and formation costs | $320,783 | | Loss from operations | $(320,783) | | Interest earned on marketable securities in Trust Account | $2,339,304 | | Net income | $2,018,521 | | Basic and diluted net income per share, Class A ordinary shares | $0.07 | | Basic and diluted net loss per share, Class B ordinary shares | $0.07 | [Condensed Statement of Changes in Shareholders' Deficit](index=6&type=section&id=Condensed%20Statement%20of%20Changes%20in%20Shareholders%27%20Deficit%20For%20the%20Three%20Months%20Ended%20March%2031%2C%202025%20%28Unaudited%29) Condensed Statement of Changes in Shareholders' Deficit | Metric | January 1, 2025 Balance ($) | Accretion for Class A shares ($) | Net Income ($) | March 31, 2025 Balance ($) | | :-------------------------------- | :------------------------ | :--------------------------- | :--------- | :--------------------- | | Class A Ordinary Shares (Amount) | $81 | — | — | $81 | | Class B Ordinary Shares (Amount) | $719 | — | — | $719 | | Additional Paid-in Capital | — | — | — | — | | Accumulated Deficit | $(6,480,797) | $(2,339,304) | $2,018,521 | $(6,801,580) | | Total Shareholders' Deficit | $(6,479,997) | $(2,339,304) | $2,018,521 | $(6,800,780) | [Condensed Statement of Cash Flows](index=7&type=section&id=Condensed%20Statement%20of%20Cash%20Flows%20For%20the%20Three%20Months%20Ended%20March%2031%2C%202025%20%28Unaudited%29) Condensed Statement of Cash Flows Summary | Metric | Three Months Ended March 31, 2025 (Unaudited) ($) | | :------------------------------------------ | :-------------------------------------------- | | Net income | $2,018,521 | | Interest earned on marketable securities held in Trust Account | $(2,339,304) | | Changes in operating assets and liabilities (net) | $158,498 | | Net cash used in operating activities | $(162,285) | | Cash – Beginning of period | $1,383,392 | | Cash – End of period | $1,221,107 | [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements%20%28Unaudited%29) [Note 1. Description of Organization and Business Operations](index=8&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) - Mountain Lake Acquisition Corp. is a blank check company incorporated on **June 14, 2024**, for the purpose of effecting a business combination, and has not yet commenced operations[20](index=20&type=chunk)[21](index=21&type=chunk) - The company completed its Initial Public Offering (IPO) on **December 16, 2024**, selling **23,000,000 units** at **$10.00 each**, generating **$230,000,000**, and simultaneously sold **805,000 private placement units** for **$8,050,000**[22](index=22&type=chunk) - Transaction costs for the IPO amounted to **$13,354,261**, including a **$4,600,000 cash underwriting fee** and **$8,050,000 deferred underwriting fee**[23](index=23&type=chunk) - Substantially all net proceeds from the IPO and private placement are held in a Trust Account, totaling **$231,150,000** as of **December 16, 2024**, to be used for a business combination or redemption of public shares[25](index=25&type=chunk)[26](index=26&type=chunk) - Public shareholders have redemption rights for their shares upon a business combination or if the company fails to complete a business combination within the Combination Period (**18 months** from IPO closing)[27](index=27&type=chunk)[33](index=33&type=chunk) - The Sponsor has agreed to be liable for third-party claims that reduce the Trust Account below **$10.05 per Public Share**, provided such third parties have not waived their rights to the Trust Account[35](index=35&type=chunk)[36](index=36&type=chunk) [Note 2. Summary of Significant Accounting Policies](index=12&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) - The financial statements are prepared in accordance with GAAP for interim information and SEC rules, with certain disclosures condensed or omitted[39](index=39&type=chunk) - The company is an "emerging growth company" under the JOBS Act and has elected to use the extended transition period for new accounting standards, which may affect comparability with other public companies[41](index=41&type=chunk)[42](index=42&type=chunk) - Cash and marketable securities held in the Trust Account are classified as held-to-maturity (U.S. Treasury securities) or trading securities (money market funds), recorded at amortized cost or fair value, respectively[48](index=48&type=chunk) - Class A ordinary shares subject to possible redemption are classified as temporary equity outside of permanent equity, with changes in redemption value recognized immediately[49](index=49&type=chunk) - Fair value measurements are categorized into a three-tier hierarchy (Level 1, 2, 3) based on the observability of inputs, with Level 1 being quoted prices in active markets[52](index=52&type=chunk)[53](index=53&type=chunk) - Offering costs are allocated between Class A ordinary shares (charged to temporary equity) and rights (charged to shareholders' equity/deficit)[55](index=55&type=chunk) - The company is not subject to income taxation in the Cayman Islands, and no unrecognized tax benefits or related interest/penalties were accrued[56](index=56&type=chunk)[57](index=57&type=chunk) - Net income per ordinary share is calculated by dividing net income by weighted average ordinary shares outstanding, with diluted EPS being the same as basic EPS due to contingent exercise of rights[58](index=58&type=chunk)[59](index=59&type=chunk) [Note 3. Initial Public Offering](index=18&type=section&id=NOTE%203%20%E2%80%94%20INITIAL%20PUBLIC%20OFFERING) - On **December 16, 2024**, the Company sold **23,000,000 Units** at **$10.00 per Unit**, including a partial exercise of the over-allotment option, generating gross proceeds of **$230,000,000**[68](index=68&type=chunk) - Each Unit consists of one Class A ordinary share and one right, with each right entitling the holder to **one-tenth of one Class A ordinary share** upon consummation of an initial Business Combination[68](index=68&type=chunk) [Note 4. Private Placement](index=18&type=section&id=NOTE%204%20%E2%80%94%20PRIVATE%20PLACEMENT) - Simultaneously with the IPO, the Sponsor and BTIG purchased **805,000 Private Placement Units** at **$10.00 each**, generating **$8,050,000** in gross proceeds[69](index=69&type=chunk) - Proceeds from the Private Placement Units were added to the Trust Account and will be used to fund public share redemptions if a Business Combination is not completed within the Combination Period[69](index=69&type=chunk) [Note 5. Related Party Transactions](index=18&type=section&id=NOTE%205%20%E2%80%94%20RELATED%20PARTY%20TRANSACTIONS) - The Sponsor received **7,187,500 Class B ordinary shares** (Founder Shares) for a **$25,000 capital contribution**, with an additional **359,375 Founder Shares** issued and subsequently forfeited due to partial over-allotment exercise[70](index=70&type=chunk)[71](index=71&type=chunk) - Founder Shares are subject to transfer restrictions until one year after a business combination or certain liquidity events, with exceptions for permitted transferees[73](index=73&type=chunk) - The Company owed the Sponsor **$3,183** as of **March 31, 2025**, and **December 31, 2024**, related to overfunding of the private placement[74](index=74&type=chunk) - The Sponsor loaned the Company up to **$300,000** via a promissory note, which was repaid in full by **December 31, 2024**[75](index=75&type=chunk) - The Sponsor or affiliates may provide "Working Capital Loans" to finance transaction costs, repayable upon a business combination or convertible into units; no such loans were outstanding as of **March 31, 2025**[76](index=76&type=chunk) - The Company pays its Chairman/CEO and President/CFO up to **$20,000 per month** for executive services, incurring **$60,000** for the three months ended **March 31, 2025**[77](index=77&type=chunk) [Note 6. Commitments and Contingencies](index=20&type=section&id=NOTE%206%20%E2%80%94%20COMMITMENTS%20AND%20CONTINGENCIES) - Holders of Founder Shares, Private Placement Units, and Working Capital Loan conversion units have registration rights for resale, subject to lock-up periods[78](index=78&type=chunk) - Underwriters partially exercised their over-allotment option for **2,000,000 Units** on **December 16, 2024**, and forfeited the remaining option[81](index=81&type=chunk) - Underwriters received a **$4,600,000 cash underwriting discount** and are entitled to a deferred underwriting fee of **$8,050,000**, payable only upon completion of a Business Combination[82](index=82&type=chunk) - Geopolitical instability (Russia-Ukraine, Israel-Hamas conflicts) could lead to market disruptions, affecting the Company's search for a Business Combination and target businesses[83](index=83&type=chunk)[84](index=84&type=chunk) [Note 7. Shareholders' Deficit](index=22&type=section&id=NOTE%207%20%E2%80%94%20SHAREHOLDERS%27%20DEFICIT) - The Company is authorized to issue **5,000,000 preference shares** (none outstanding), **445,000,000 Class A ordinary shares** (**805,000 outstanding** excluding redeemable shares), and **50,000,000 Class B ordinary shares** (**7,187,500 outstanding**)[85](index=85&type=chunk)[86](index=86&type=chunk)[87](index=87&type=chunk) - Class B ordinary shares have exclusive voting rights for director elections prior to a Business Combination; both classes vote together on other matters[88](index=88&type=chunk) - Class B ordinary shares convert to Class A ordinary shares on a one-for-one basis (subject to adjustments) upon a Business Combination, aiming to represent **23.2% of total Class A shares** post-conversion[90](index=90&type=chunk) - Each right entitles the holder to **one-tenth of one ordinary share** upon consummation of an initial Business Combination; rights expire worthless if no Business Combination is completed[91](index=91&type=chunk) [Note 8. Fair Value Measurements](index=23&type=section&id=NOTE%208%20%E2%80%94%20FAIR%20VALUE%20MEASUREMENTS) Trust Account Assets | Asset | March 31, 2025 ($) | December 31, 2024 ($) | | :------------------------------------ | :--------------- | :---------------- | | Cash in Trust Account | $593 | $593 | | U.S. Treasury Securities (Held to Maturity) | $233,982,564 | $231,643,260 | | Total Assets in Trust Account | $233,983,157 | $231,643,853 | - U.S. Treasury Securities are measured at fair value using **Level 1 inputs** (quoted prices in active markets)[96](index=96&type=chunk) [Note 9. Segment Information](index=24&type=section&id=NOTE%209%20%E2%80%94%20SEGMENT%20INFORMATION) - The Company operates as a single reportable segment, with the Chief Executive Officer acting as the Chief Operating Decision Maker (CODM)[97](index=97&type=chunk)[98](index=98&type=chunk) - The CODM reviews net income, total assets, cash, cash and marketable securities in the Trust Account, operating and formation costs, and interest earned on Trust Account securities to assess performance and allocate resources[99](index=99&type=chunk) [Note 10. Subsequent Events](index=25&type=section&id=NOTE%2010.%20SUBSEQUENT%20EVENTS) - The Company reviewed subsequent events up to the financial statement issuance date and identified no events requiring adjustment or disclosure[101](index=101&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the Company's financial condition and results of operations, highlighting its status as a blank check company, its financial performance for the quarter, liquidity, capital resources, and critical accounting policies [Overview](index=26&type=section&id=Overview) - Mountain Lake Acquisition Corp. is a blank check company formed on **June 14, 2024**, to effect a business combination, using proceeds from its IPO and private placement[104](index=104&type=chunk) - The company expects to incur significant costs in pursuing acquisition plans and cannot guarantee the success of completing a business combination[105](index=105&type=chunk) [Results of Operations](index=26&type=section&id=Results%20of%20Operations) - The company has not generated operating revenues to date, with activities focused on organizational tasks, IPO preparation, and identifying a target business[106](index=106&type=chunk) Net Income for the Three Months Ended March 31, 2025 | Metric | Amount ($) | | :------------------------------------------ | :------- | | Net income | $2,018,521 | | Interest income on marketable securities in Trust Account | $2,339,304 | | Operating costs | $320,783 | [Liquidity and Capital Resources](index=26&type=section&id=Liquidity%20and%20Capital%20Resources) - The IPO generated **$230,000,000**, and private placement **$8,050,000**, with **$231,150,000** placed in the Trust Account[108](index=108&type=chunk)[109](index=109&type=chunk) - Transaction costs totaled **$13,354,261**, including **$4,600,000 cash underwriting fees** and **$8,050,000 deferred underwriting fees**[109](index=109&type=chunk) Cash and Trust Account Balances | Metric | March 31, 2025 ($) | | :------------------------------------------ | :--------------- | | Net cash used in operating activities | $(162,285) | | Cash and marketable securities in Trust Account | $233,983,157 | | Cash held outside Trust Account | $1,221,107 | - Funds in the Trust Account are primarily for a Business Combination, while funds outside are for identifying and evaluating target businesses and due diligence[111](index=111&type=chunk)[112](index=112&type=chunk) - The Sponsor or affiliates may provide Working Capital Loans, convertible into units, to cover transaction costs, but no such loans were outstanding[113](index=113&type=chunk) - Management believes current funds are sufficient for operating expenditures but may need additional financing for a Business Combination or significant redemptions[114](index=114&type=chunk) [Off-Balance Sheet Financing Arrangements](index=28&type=section&id=Off-Balance%20Sheet%20Financing%20Arrangements) - As of **March 31, 2025**, the Company has no off-balance sheet arrangements, unconsolidated entities, or guaranteed debts/commitments[115](index=115&type=chunk) [Contractual Obligations](index=28&type=section&id=Contractual%20Obligations) - The Company has no long-term debt or lease obligations[116](index=116&type=chunk) - The Company is obligated to pay its Chairman/CEO and President/CFO up to **$20,000 per month** for services, incurring **$60,000** for the three months ended **March 31, 2025**[116](index=116&type=chunk) - A deferred underwriting fee of **$8,050,000** is payable to underwriters only upon completion of a Business Combination[117](index=117&type=chunk) [Critical Accounting Estimates](index=28&type=section&id=Critical%20Accounting%20Estimates) - The preparation of financial statements requires management to make estimates and assumptions, which could differ significantly from actual results[118](index=118&type=chunk)[120](index=120&type=chunk) - Class A Ordinary Shares subject to possible redemption are classified as temporary equity, with changes in redemption value recognized immediately against additional paid-in capital or accumulated deficit[119](index=119&type=chunk)[120](index=120&type=chunk) [Recent Accounting Pronouncements](index=30&type=section&id=Recent%20Accounting%20Pronouncements) - The Company adopted ASU 2023-07, "Segment Reporting," effective **December 31, 2024**, requiring enhanced disclosures for segment expenses and CODM's use of segment profit/loss[121](index=121&type=chunk) - Management does not believe other recently issued, but not yet effective, accounting standards would materially affect the condensed financial statements[122](index=122&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=30&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Mountain Lake Acquisition Corp. is exempt from providing detailed quantitative and qualitative disclosures about market risk - The Company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[123](index=123&type=chunk) [Item 4. Controls and Procedures](index=30&type=section&id=Item%204.%20Controls%20and%20Procedures) This section details the Company's disclosure controls and procedures, confirming their effectiveness as of March 31, 2025, and reporting no material changes in internal control over financial reporting during the quarter [Evaluation of Disclosure Controls and Procedures](index=30&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) - Management, including the principal executive and financial officers, concluded that disclosure controls and procedures were effective at a reasonable assurance level as of **March 31, 2025**[125](index=125&type=chunk) [Changes in Internal Control over Financial Reporting](index=30&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) - There were no changes in internal control over financial reporting that occurred during the fiscal quarter of **2025** covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting[126](index=126&type=chunk) Part II. Other Information [Item 1. Legal Proceedings](index=31&type=section&id=Item%201.%20Legal%20Proceedings) The Company reported no legal proceedings as of the reporting date - The Company has no legal proceedings[128](index=128&type=chunk) [Item 1A. Risk Factors](index=31&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the Company's Annual Report on Form 10-K - No material changes to risk factors disclosed in the Annual Report on Form 10-K as of the report date[128](index=128&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=31&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the unregistered sales of equity securities, specifically the private placement units, and the use of proceeds from both the IPO and private placement - The IPO involved the sale of **23,000,000 Units** at **$10.00 each**, generating **$230,000,000 gross proceeds**, registered under Form S-1[129](index=129&type=chunk)[132](index=132&type=chunk) - Simultaneously, **805,000 Private Placement Units** were sold to the Sponsor and BTIG at **$10.00 each**, generating **$8,050,000**, under Section 4(a)(2) exemption[130](index=130&type=chunk) - Private Placement Units are identical to IPO units but are subject to transfer restrictions until after a Business Combination[131](index=131&type=chunk) - A total of **$231,150,000** from the IPO and Private Placement was deposited into a trust account for public shareholders[132](index=132&type=chunk) - The Company paid **$4,600,000** in cash underwriting discounts and **$704,261** in other IPO costs, with **$8,050,000** in deferred underwriting discounts[133](index=133&type=chunk) [Item 3. Defaults Upon Senior Securities](index=31&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The Company reported no defaults upon senior securities - The Company has no defaults upon senior securities[134](index=134&type=chunk) [Item 4. Mine Safety Disclosures](index=31&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The Company reported no mine safety disclosures - The Company has no mine safety disclosures[134](index=134&type=chunk) [Item 5. Other Information](index=31&type=section&id=Item%205.%20Other%20Information) The Company reported no other information - The Company has no other information to disclose under this item[134](index=134&type=chunk) [Item 6. Exhibits](index=32&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of, or incorporated by reference into, the Quarterly Report on Form 10-Q, including certifications and XBRL documents - The report includes certifications from the Principal Executive Officer and Principal Financial Officer (pursuant to Sarbanes-Oxley Act Sections 302 and 906) and XBRL instance and taxonomy documents[136](index=136&type=chunk) Part III. Signatures [Signatures](index=33&type=section&id=SIGNATURES) The report is signed by the registrant, Mountain Lake Acquisition Corp., through its Chief Executive Officer, Paul Grinberg, and Chief Financial Officer, Douglas Horlick, on May 13, 2025 - The report was signed by Paul Grinberg, Chief Executive Officer, and Douglas Horlick, Chief Financial Officer, on **May 13, 2025**[140](index=140&type=chunk)

Part I [Business](index=7&type=section&id=Item%201.%20Business) Mountain Lake Acquisition Corp. is a Cayman Islands blank check company formed to acquire a growth-poised business within 18 months or liquidate - The company is a blank check company, or Special Purpose Acquisition Company (SPAC), incorporated on June 14, 2024, for the purpose of effecting a business combination[19](index=19&type=chunk) Initial Public Offering (IPO) and Trust Account Details | Metric | Value | | :--- | :--- | | IPO Consummation Date | December 16, 2024 | | Units Offered | 23,000,000 (including 2,000,000 over-allotment units) | | Price per Unit | $10.00 | | Gross Proceeds from IPO | $230,000,000 | | Private Units Sale | 805,000 units at $10.00 each | | Gross Proceeds from Private Sale | $8,050,000 | | Total Amount in Trust Account | $231,150,000 | | Initial Redemption Value per Share | ~$10.05 | - The company has **18 months** from the closing of its IPO to complete an initial business combination, otherwise it will redeem 100% of public shares and liquidate[56](index=56&type=chunk)[57](index=57&type=chunk) - The business combination target must have a fair market value of at least **80%** of the assets held in the trust account[58](index=58&type=chunk) - The management team, led by CEO Paul Grinberg and CFO Douglas Horlick, possesses extensive experience in M&A, capital raising, and public company oversight, a key competitive strength[30](index=30&type=chunk)[37](index=37&type=chunk) [Risk Factors](index=36&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks as a blank check company, including inability to complete a business combination, dilution, regulatory changes, and management conflicts - **Risks Related to Business Combination:** The company may not complete an initial business combination within the required **18-month** period, which would result in liquidation and the expiration of public rights[155](index=155&type=chunk)[159](index=159&type=chunk) - **Financial & Dilution Risks:** The ability of public shareholders to redeem shares may make the company's financial condition unattractive to targets, and the nominal price paid by the sponsor for founder shares (**$0.003 per share**) will result in significant dilution to public shareholders upon a business combination[149](index=149&type=chunk)[226](index=226&type=chunk) - **Regulatory & Compliance Risks:** The company could be deemed an investment company under the Investment Company Act, imposing burdensome requirements and potentially forcing liquidation, while changes in SEC regulations for SPACs could adversely affect transaction completion[183](index=183&type=chunk)[190](index=190&type=chunk) - **Management & Conflict of Interest Risks:** Officers and directors have other business obligations, creating conflicts of interest in time allocation, and their financial incentive to complete any deal before the deadline may not align with public shareholders' best interests[254](index=254&type=chunk)[264](index=264&type=chunk)[273](index=273&type=chunk) - **Market & External Risks:** The search for a target may be adversely affected by geopolitical unrest (e.g., conflicts in Ukraine and Gaza), pandemics, and market volatility, impacting the ability to raise necessary financing[156](index=156&type=chunk)[157](index=157&type=chunk) [Unresolved Staff Comments](index=78&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - There are no unresolved staff comments[308](index=308&type=chunk) [Cybersecurity](index=78&type=section&id=Item%201C.%20Cybersecurity) As a SPAC with no operations, the company faces minimal cybersecurity risk and has no formal program, with no material incidents identified - The company does not consider itself to face significant cybersecurity risk due to its nature as a SPAC with no operations[309](index=309&type=chunk) - No formal cybersecurity risk management program has been adopted, with the management team responsible for incident response[310](index=310&type=chunk) - As of the date of the report, no cybersecurity threats have been identified that are likely to materially affect the company[311](index=311&type=chunk) [Properties](index=78&type=section&id=Item%202.%20Properties) The company leases office space and receives administrative services from a sponsor affiliate for $20,000 per month - The company pays an affiliate of its sponsor **$20,000 per month** for office space and administrative services[312](index=312&type=chunk) [Legal Proceedings](index=78&type=section&id=Item%203.%20Legal%20Proceedings) The company reports no material litigation, arbitration, or governmental proceedings pending against it or its management - There is no material litigation pending against the company or its management[313](index=313&type=chunk) [Mine Safety Disclosures](index=78&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[314](index=314&type=chunk) Part II [Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities](index=79&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Shareholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's units, Class A shares, and rights trade on the NYSE; no dividends paid, IPO proceeds of $231.15 million are in trust, and no stock repurchases in 2024 Market Information | Security | Symbol | Exchange | Trading Commenced | | :--- | :--- | :--- | :--- | | Units | MLACU | NYSE | December 16, 2024 | | Class A Ordinary Shares | MLAC | NYSE | February 3, 2025 | | Rights | MLACR | NYSE | February 3, 2025 | - The company has not paid any cash dividends and does not intend to prior to its initial business combination[319](index=319&type=chunk) - Gross proceeds of **$230 million** from the IPO and a portion of the **$8.05 million** from the private placement were used to fund the trust account with a total of **$231.15 million**[322](index=322&type=chunk)[324](index=324&type=chunk)[326](index=326&type=chunk) - The company did not repurchase any of its common shares during the year ended December 31, 2024[328](index=328&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=81&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) From inception to December 31, 2024, the pre-operational company reported $443,117 net income from trust account interest, with $1.38 million cash for working capital - The company is a pre-operational blank check company with activities limited to organizational matters and identifying a business combination target[331](index=331&type=chunk)[333](index=333&type=chunk) Financial Highlights (June 14, 2024 to Dec 31, 2024) | Metric | Value | | :--- | :--- | | Net Income | $443,117 | | Interest Earned on Trust Account | $493,853 | | Operating Expenses | $50,736 | Liquidity and Capital Resources (as of Dec 31, 2024) | Metric | Value | | :--- | :--- | | Cash and Marketable Securities in Trust Account | $231,643,853 | | Cash Held Outside Trust Account | $1,383,392 | | Deferred Underwriting Fee Payable | $8,050,000 | - The company's Class A ordinary shares subject to redemption are classified as temporary equity on the balance sheet, as their redemption is not solely within the company's control[346](index=346&type=chunk) [Controls and Procedures](index=84&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective as of December 31, 2024, with no material changes to internal controls reported for the recent quarter - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of December 31, 2024[354](index=354&type=chunk) - A management report on internal control over financial reporting is not included due to the transition period for newly public companies[355](index=355&type=chunk) - There were no material changes in internal control over financial reporting during the most recent fiscal quarter[356](index=356&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=85&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The company is led by CEO Paul Grinberg and CFO Douglas Horlick, with a five-member board including three independent directors and standing committees, and has adopted a Code of Ethics, disclosing potential conflicts - The executive team consists of Paul Grinberg (CEO & Chairman) and Douglas Horlick (CFO, President & Director)[360](index=360&type=chunk) - The Board of Directors consists of five members, with a majority (three members: Vieser, Marquez, Lager) determined to be independent under Nasdaq rules[366](index=366&type=chunk)[368](index=368&type=chunk) - The Board has three standing committees (Audit, Compensation, Nominating and Corporate Governance), each composed entirely of independent directors[373](index=373&type=chunk) - The company has adopted a Code of Ethics applicable to all directors, officers, and employees[387](index=387&type=chunk) - Potential conflicts of interest exist as executive officers and directors have fiduciary duties to other entities and are not required to commit their full time to the company's affairs[392](index=392&type=chunk)[393](index=393&type=chunk) [Executive Compensation](index=93&type=section&id=Item%2011.%20Executive%20Compensation) No cash compensation has been paid to executive officers or directors, though an agreement exists for up to $20,000 monthly for CEO and CFO services, with expense reimbursements - No cash compensation has been paid to executive officers or directors for services rendered[402](index=402&type=chunk) - An agreement is in place to pay the CEO and CFO a total of up to **$20,000 per month** for services, commencing from the IPO closing, though no payments were incurred or due under this arrangement as of Dec 31, 2024[402](index=402&type=chunk) - Affiliates will be reimbursed for out-of-pocket expenses incurred on behalf of the company[402](index=402&type=chunk) - Compensation for management after a business combination will be determined by the post-combination company's compensation committee[403](index=403&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=94&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) As of the report date, the company had 23.8 million Class A and 7.19 million Class B shares outstanding, with the sponsor owning 99.3% of Class B shares Beneficial Ownership of Common Stock | Beneficial Owner | Class A Shares Owned (%) | Class B Shares Owned (%) | | :--- | :--- | :--- | | Mountain Lake Acquisition Sponsor LLC | 2.18% | 99.3% | | Paul Grinberg (CEO) | — | 99.3% (1) | | Douglas Horlick (CFO) | — | 99.3% (1) | | All directors and officers as a group (5 individuals) | 2.18% | 100% | | AQR Capital Management, LLC | 8.32% | — | | Magnetar Financial LLC | 7.98% | — | | Polar Asset Management Partners Inc. | 7.9% | — | (1) Beneficially owned through membership and control of the Sponsor - As of the report date, there were **23,805,000 Class A shares** and **7,187,500 Class B shares** issued and outstanding[406](index=406&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=96&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Related party transactions include the Sponsor's $25,000 Founder Share purchase, monthly payments of up to $20,000 for administrative services, and potential working capital loans, reviewed quarterly by the audit committee - The Sponsor purchased **7,187,500 Founder Shares** for a capital contribution of **$25,000**[411](index=411&type=chunk) - The company pays an affiliate of the sponsor up to **$20,000 per month** for office space and administrative services[415](index=415&type=chunk) - The sponsor or its affiliates may provide Working Capital Loans, with up to **$1.5 million** convertible into units at **$10.00 per unit** at the lender's discretion upon a business combination[417](index=417&type=chunk) - The audit committee reviews all payments made to the sponsor, officers, directors, or their affiliates on a quarterly basis[416](index=416&type=chunk) [Principal Accountant Fees and Services](index=97&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) WithumSmith+Brown, PC served as the independent auditor, billing approximately $66,560 in audit fees for the period from June 14 to December 31, 2024 Accountant Fees (June 14, 2024 - Dec 31, 2024) | Fee Category | Amount | | :--- | :--- | | Audit Fees | $66,560 | | Audit-Related Fees | $0 | | Tax Fees | $0 | | All Other Fees | $0 | - The company's audit committee pre-approves all auditing and permitted non-audit services provided by the independent auditor[424](index=424&type=chunk) Part IV [Exhibits, Financial Statement Schedules](index=98&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists documents filed as part of the Form 10-K, including financial statements and various exhibits, with schedules omitted - Key exhibits filed with the report include the Underwriting Agreement, Second Amended and Restated Memorandum and Articles of Association, Rights Agreement, Letter Agreement with the Sponsor, and Investment Management Trust Agreement[427](index=427&type=chunk) Financial Statements [Report of Independent Registered Public Accounting Firm](index=103&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) WithumSmith+Brown, PC issued an unqualified opinion on the company's financial statements for the period from inception to December 31, 2024 - The auditor, WithumSmith+Brown, PC, provided an unqualified (clean) opinion on the financial statements[440](index=440&type=chunk) - The financial statements cover the period from June 14, 2024 (inception) to December 31, 2024[440](index=440&type=chunk) [Financial Statements Data](index=104&type=section&id=Financial%20Statements%20Data) As of December 31, 2024, total assets were $233.2 million, primarily trust account holdings, with $8.1 million in liabilities and a $6.5 million shareholders' deficit Balance Sheet Highlights (as of December 31, 2024) | Account | Value (USD) | | :--- | :--- | | **Assets** | | | Cash | 1,383,392 | | Cash and marketable securities held in Trust Account | 231,643,853 | | **Total Assets** | **233,231,190** | | **Liabilities & Equity** | | | Total Liabilities | 8,067,334 | | - Deferred underwriting fee payable | 8,050,000 | | Class A ordinary shares subject to possible redemption | 231,643,853 | | Total Shareholders' Deficit | (6,479,997) | | **Total Liabilities, Redeemable Shares & Deficit** | **233,231,190** | Statement of Operations (June 14, 2024 - December 31, 2024) | Account | Value (USD) | | :--- | :--- | | Formation and operational costs | (50,736) | | Interest earned on marketable securities held in Trust Account | 493,853 | | **Net Income** | **443,117** | [Notes to Financial Statements](index=108&type=section&id=Notes%20to%20Financial%20Statements) The notes detail the company's SPAC formation, IPO, key accounting policies, significant related party transactions, and commitments including an $8.05 million deferred underwriting fee - **Organization:** The company was formed on June 14, 2024, to effect a business combination and has an **18-month** period from its IPO to do so[457](index=457&type=chunk)[470](index=470&type=chunk) - **Accounting Policies:** Class A ordinary shares subject to redemption are classified as temporary equity at their redemption value, and the company is an emerging growth company electing to use the extended transition period for new accounting standards[484](index=484&type=chunk)[478](index=478&type=chunk) - **Related Party Transactions:** The Sponsor purchased **7,187,500 Founder Shares** for **$25,000**, and the company has agreements for administrative support services and potential working capital loans from the Sponsor[506](index=506&type=chunk)[510](index=510&type=chunk)[511](index=511&type=chunk) - **Commitments:** The company has a deferred underwriting fee of **$8.05 million** payable upon completion of a business combination[515](index=515&type=chunk)