Mountain Lake Acquisition Corp-A(MLAC) - 2025 Q1 - Quarterly Report

Part I. Financial Information Item 1. Financial Statements 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 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) | $(6,479,997) | Condensed Statement of Operations Condensed Statement of Operations Summary | Metric | Three Months Ended March 31, 2025 (Unaudited) ($) | | :------------------------------------------ | :-------------------------------------------- | | 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 | $0.07 | Condensed Statement of Changes in Shareholders' Deficit Condensed Statement of Changes in Shareholders' Deficit | Metric | January 1, 2025 Balance ($) | 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 | $(6,800,780) | Condensed Statement of Cash Flows Condensed Statement of Cash Flows Summary | Metric | Three Months Ended March 31, 2025 (Unaudited) ($) | | :------------------------------------------ | :-------------------------------------------- | | 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 Note 1. Description of Organization and Business Operations - 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][21] - 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] - 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] - 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][26] - 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][33] - 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][36] Note 2. Summary of Significant Accounting Policies - The financial statements are prepared in accordance with GAAP for interim information and SEC rules, with certain disclosures condensed or omitted[39] - 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][42] - 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] - 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] - 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][53] - Offering costs are allocated between Class A ordinary shares (charged to temporary equity) and rights (charged to shareholders' equity/deficit)[55] - The company is not subject to income taxation in the Cayman Islands, and no unrecognized tax benefits or related interest/penalties were accrued[56][57] - 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][59] Note 3. Initial Public Offering - 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] - 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] Note 4. Private Placement - 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] - 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] Note 5. Related Party Transactions - 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][71] - Founder Shares are subject to transfer restrictions until one year after a business combination or certain liquidity events, with exceptions for permitted transferees[73] - The Company owed the Sponsor $3,183 as of March 31, 2025, and December 31, 2024, related to overfunding of the private placement[74] - The Sponsor loaned the Company up to $300,000 via a promissory note, which was repaid in full by December 31, 2024[75] - 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] - 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] Note 6. Commitments and Contingencies - Holders of Founder Shares, Private Placement Units, and Working Capital Loan conversion units have registration rights for resale, subject to lock-up periods[78] - Underwriters partially exercised their over-allotment option for 2,000,000 Units on December 16, 2024, and forfeited the remaining option[81] - Underwriters received a $4,600,000 cash underwriting discount and are entitled to a deferred underwriting fee of $8,050,000, payable only upon completion of a Business Combination[82] - Geopolitical instability (Russia-Ukraine, Israel-Hamas conflicts) could lead to market disruptions, affecting the Company's search for a Business Combination and target businesses[83][84] Note 7. Shareholders' Deficit - The Company is authorized to issue 5,000,000 preference shares (none outstanding), 445,000,000 Class A ordinary shares (805,000 outstanding excluding redeemable shares), and 50,000,000 Class B ordinary shares (7,187,500 outstanding)[85][86][87] - Class B ordinary shares have exclusive voting rights for director elections prior to a Business Combination; both classes vote together on other matters[88] - Class B ordinary shares convert to Class A ordinary shares on a one-for-one basis (subject to adjustments) upon a Business Combination, aiming to represent 23.2% of total Class A shares post-conversion[90] - Each right entitles the holder to one-tenth of one ordinary share upon consummation of an initial Business Combination; rights expire worthless if no Business Combination is completed[91] Note 8. Fair Value Measurements Trust Account Assets | Asset | March 31, 2025 ($) | 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 | $231,643,853 | - U.S. Treasury Securities are measured at fair value using Level 1 inputs (quoted prices in active markets)[96] Note 9. Segment Information - The Company operates as a single reportable segment, with the Chief Executive Officer acting as the Chief Operating Decision Maker (CODM)[97][98] - The CODM reviews net income, total assets, cash, cash and marketable securities in the Trust Account, operating and formation costs, and interest earned on Trust Account securities to assess performance and allocate resources[99] Note 10. Subsequent Events - The Company reviewed subsequent events up to the financial statement issuance date and identified no events requiring adjustment or disclosure[101] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the Company's financial condition and results of operations, highlighting its status as a blank check company, its financial performance for the quarter, liquidity, capital resources, and critical accounting policies Overview - Mountain Lake Acquisition Corp. is a blank check company formed on June 14, 2024, to effect a business combination, using proceeds from its IPO and private placement[104] - The company expects to incur significant costs in pursuing acquisition plans and cannot guarantee the success of completing a business combination[105] Results of Operations - The company has not generated operating revenues to date, with activities focused on organizational tasks, IPO preparation, and identifying a target business[106] Net Income for the Three Months Ended March 31, 2025 | Metric | Amount ($) | | :------------------------------------------ | :------- | | Net income | $2,018,521 | | Interest income on marketable securities in Trust Account | $2,339,304 | | Operating costs | $320,783 | Liquidity and Capital Resources - The IPO generated $230,000,000, and private placement $8,050,000, with $231,150,000 placed in the Trust Account[108][109] - Transaction costs totaled $13,354,261, including $4,600,000 cash underwriting fees and $8,050,000 deferred underwriting fees[109] Cash and Trust Account Balances | Metric | March 31, 2025 ($) | | :------------------------------------------ | :--------------- | | 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][112] - The Sponsor or affiliates may provide Working Capital Loans, convertible into units, to cover transaction costs, but no such loans were outstanding[113] - Management believes current funds are sufficient for operating expenditures but may need additional financing for a Business Combination or significant redemptions[114] Off-Balance Sheet Financing Arrangements - As of March 31, 2025, the Company has no off-balance sheet arrangements, unconsolidated entities, or guaranteed debts/commitments[115] Contractual Obligations - The Company has no long-term debt or lease obligations[116] - 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] - A deferred underwriting fee of $8,050,000 is payable to underwriters only upon completion of a Business Combination[117] Critical Accounting Estimates - The preparation of financial statements requires management to make estimates and assumptions, which could differ significantly from actual results[118][120] - 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][120] Recent Accounting Pronouncements - 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] - Management does not believe other recently issued, but not yet effective, accounting standards would materially affect the condensed financial statements[122] Item 3. Quantitative and Qualitative Disclosures About Market Risk 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] Item 4. Controls and Procedures 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 - 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] Changes in Internal Control over Financial Reporting - 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] Part II. Other Information Item 1. Legal Proceedings The Company reported no legal proceedings as of the reporting date - The Company has no legal proceedings[128] Item 1A. Risk Factors 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] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 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][132] - 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] - Private Placement Units are identical to IPO units but are subject to transfer restrictions until after a Business Combination[131] - A total of $231,150,000 from the IPO and Private Placement was deposited into a trust account for public shareholders[132] - 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] Item 3. Defaults Upon Senior Securities The Company reported no defaults upon senior securities - The Company has no defaults upon senior securities[134] Item 4. Mine Safety Disclosures The Company reported no mine safety disclosures - The Company has no mine safety disclosures[134] Item 5. Other Information The Company reported no other information - The Company has no other information to disclose under this item[134] Item 6. Exhibits 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] Part III. Signatures 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]