Mountain Lake Acquisition Corp. II S-1/A

REGISTRATION STATEMENT

FORM OF UNDERWRITING AGREEMENT

FORM OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

SPECIMEN UNIT CERTIFICATE

SPECIMEN ORDINARY SHARE CERTIFICATE

FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT

OPINION OF ELLENOFF GROSSMAN & SCHOLE LLP

OPINION OF OGIER (CAYMAN) LLP, CAYMAN ISLANDS COUNSEL TO THE REGISTRANT

FORM OF LETTER AGREEMENT AMONG THE REGISTRANT, MOUNTAIN LAKE ACQUISITION SPONSOR II LLC AND EACH OF THE OFFICERS AND DIRECTORS OF THE REGISTRANT

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT

FORM OF REGISTRATION RIGHTS AGREEMENT AMONG THE REGISTRANT AND MOUNTAIN LAKE ACQUISITION SPONSOR II LLC

FORM OF PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND MOUNTAIN LAKE ACQUISITION SPONSOR II LLC

FORM OF PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND BTIG

FORM OF INDEMNITY AGREEMENT

FORM OF CODE OF ETHICS

CONSENT OF WITHUMSMITH+BROWN P.C

AUDIT COMMITTEE CHARTER

COMPENSATION COMMITTEE CHARTER

GRAPHIC

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