Correspondence 0001213900-24-106072 from Mountain Lake Acquisition Corp. (MLAC, MLACU) (CIK 0002029492) (MLAC)
Mountain Lake Acquisition Corp. (MLAC, MLACU) (CIK 0002029492)
Date: Dec. 5, 2024 · CIK: 0002029492 · Accession: 0001213900-24-106072
AI Filing Summary & Sentiment
File numbers found in text: 333-281410
Referenced dates: December 5, 2024
Letter
Via Edgar Division of Corporation Finance Re: Mountain Lake Acquisition Corp. Amendment No. 3 to Registration Statement on Form S-1 Filed November 25, 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 December 5, 2024 (the “Staff’s Letter”) regarding the Amendment No. 3 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
December 5, 2024
Page 2
Amendment No. 3 to Form S-1 filed November 25, 2024
Exhibits
1. We note that the risk factor on page 71 discloses that the rights agreement includes a provision that it will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the U.S. federal district courts are the sole and exclusive forum. However, we do not see that provision in Exhibit 4.4. Please revise or advise.
Response: The Company has revised the Exhibit 4.4, Form of the Rights Agreement, to include such a provision.
December 5, 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
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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
December 5, 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. 3 to Registration Statement on Form S-1
Filed November 25, 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 December 5,
2024 (the “Staff’s Letter”) regarding the Amendment No. 3 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
December 5, 2024
Page 2
Amendment No. 3 to Form S-1 filed November 25, 2024
Exhibits
1.
We note that the risk factor on page 71 discloses that the rights agreement includes a provision that it will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the U.S. federal district courts are the sole and exclusive forum. However, we do not see that provision in Exhibit 4.4. Please revise or advise.
Response: The Company has revised
the Exhibit 4.4, Form of the Rights Agreement, to include such a provision.
December 5, 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