Correspondence 0001213900-24-102264 from Mountain Lake Acquisition Corp. (MLAC, MLACU) (CIK 0002029492) (MLAC)
Mountain Lake Acquisition Corp. (MLAC, MLACU) (CIK 0002029492)
Date: Nov. 25, 2024 · CIK: 0002029492 · Accession: 0001213900-24-102264
AI Filing Summary & Sentiment
File numbers found in text: 333-281410
Referenced dates: November 22, 2024
Letter
Via Edgar Division of Corporation Finance Re: Mountain Lake Acquisition Corp. Amendment No. 2 to Registration Statement on Form S-1 Filed November 15, 2024 File No. 333-281410
Dear Mr. Ronald and Mr. Link:
On behalf of our client, Mountain Lake Acquisition Corp. (the “Company”), we hereby provide a response to the comments issued in a letter dated November 22, 2024 (the “Staff’s Letter”) regarding the Amendment No. 2 to the Company’s Registration Statement on Form S-1 (the “Registration Statement”). Contemporaneously, we are filing a revised Registration Statement via Edgar (the “Amended Registration Statement”).
In order to facilitate the review by the Commission’s staff (the “Staff”) of the Amended Registration Statement, we have responded, on behalf of the Company, to the comment set forth in the Staff’s Letter. The numbered paragraph set forth below responds to the Staff’s comment and corresponds to the numbered paragraph in the Staff’s Letter.
Los Angeles New York Chicago Nashville Washington, DC Beijing Hong Kong www.loeb.com
A limited liability partnership including professional corporations
November 25, 2024
Page 2
Amendment No. 2 to Form S-1 filed November 15, 2024
Dilution, page 83
1. We note your disclosure in the introductory paragraphs to the dilution table that your calculation does not reflect any dilution associated with the conversion of rights, including the private rights. This disclosure does not appear to be consistent with your calculation, which appears to contemplate the dilutive impact of the conversion of the public and private rights. Please clarify or revise.
Response: The Company has revised the disclosure on page 83 of the Amended Registration Statement to remove the language indicating that no value was attributed to the rights.
November 25, 2024
Page 3
Please call me at 212 407-4866 if you would like additional information with respect to any of the foregoing. Thank you.
/s/ Giovanni Caruso
Giovanni Caruso
Partner
Show Raw Text
CORRESP
1
filename1.htm
Giovanni Caruso
Partner
345 Park Avenue
Direct
212.407.4866
New York, NY 10154
Main
212.407.4000
Fax
212.937.3943
gcaruso@loeb.com
Via Edgar
November 25, 2024
Ronald (Ron) E. Alper
David Link
Division of Corporation Finance
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re:
Mountain Lake Acquisition Corp.
Amendment No. 2 to Registration Statement on Form S-1
Filed November 15, 2024
File No. 333-281410
Dear Mr. Ronald and Mr. Link:
On behalf of our client, Mountain
Lake Acquisition Corp. (the “Company”), we hereby provide a response to the comments issued in a letter dated November 22,
2024 (the “Staff’s Letter”) regarding the Amendment No. 2 to the Company’s Registration Statement on Form S-1
(the “Registration Statement”). Contemporaneously, we are filing a revised Registration Statement via Edgar (the “Amended
Registration Statement”).
In order to facilitate the
review by the Commission’s staff (the “Staff”) of the Amended Registration Statement, we have responded, on behalf of
the Company, to the comment set forth in the Staff’s Letter. The numbered paragraph set forth below responds to the Staff’s
comment and corresponds to the numbered paragraph in the Staff’s Letter.
Los Angeles New York Chicago
Nashville Washington, DC Beijing Hong
Kong www.loeb.com
A limited liability partnership including professional
corporations
November 25, 2024
Page 2
Amendment No. 2 to Form S-1 filed November 15, 2024
Dilution, page 83
1.
We note your disclosure in the introductory paragraphs to the dilution table that your calculation does not reflect any dilution associated with the conversion of rights, including the private rights. This disclosure does not appear to be consistent with your calculation, which appears to contemplate the dilutive impact of the conversion of the public and private rights. Please clarify or revise.
Response: The Company has revised
the disclosure on page 83 of the Amended Registration Statement to remove the language indicating that no value was attributed to the rights.
November 25, 2024
Page 3
Please call me at 212 407-4866
if you would like additional information with respect to any of the foregoing. Thank you.
/s/ Giovanni Caruso
Giovanni Caruso
Partner