Business Context and Reporting Period
Company: Alussa Energy Acquisition Corp. II (Alussa)
Filing Type: Form 10-K (Annual Report)
Reporting Period: Fiscal year ended December 31, 2025
Business Overview: Alussa is a Cayman Islands exempted company and a Special Purpose Acquisition Company (SPAC) formed to effect a merger, share exchange, or asset acquisition with one or more businesses in the energy and power infrastructure sectors, with a focus on the transition to renewable energy. The Company has no operating history and generated no operating revenues to date.
Key Milestones:
- Inception: August 16, 2024
- Initial Public Offering (IPO): Consummated on November 14, 2025, selling 28,750,000 Units at $10.00 per Unit (including full exercise of the over-allotment option).
- Trading: Units began trading on the NYSE on November 14, 2025; Class A Ordinary Shares and Warrants began separate trading on January 6, 2026.
- Combination Deadline: The Company must complete an initial Business Combination by November 14, 2027 (24 months from IPO closing).
Key Financial Metrics
| Metric | Value (as of Dec 31, 2025) |
|---|---|
| Trust Account Balance | $288,940,875 (Includes $1,440,875 interest income) |
| Cash Outside Trust | $1,163,106 |
| Net Loss (Year Ended Dec 31, 2025) | $(7,403,644) |
| Operating Expenses | $8,844,519 (Includes $8,625,000 deferred advisory fee) |
| Deferred Underwriting Fee | $8,625,000 (3.0% of gross proceeds) |
| Deferred Advisory Fee | $8,625,000 (3.0% of gross proceeds) |
| Deferred Legal Fees | $1,197,413 |
| Redemption Price (Approx.) | $10.05 per Public Share |
| Shares Outstanding | 28,750,000 Class A; 7,187,500 Class B |
Material Changes vs. Prior Period
The Company was in its pre-IPO phase for the period ended December 31, 2024, and consummated its IPO in November 2025. Consequently, the financial position changed materially:
- Assets: Total assets increased from $622,706 in 2024 to $290,243,281 in 2025, driven primarily by the placement of $287,500,000 in the Trust Account.
- Liabilities: Total liabilities increased from $671,941 to $18,716,728, reflecting the accrual of deferred underwriting fees ($8,625,000), deferred advisory fees ($8,625,000), and deferred legal fees ($1,197,413).
- Equity: Shareholders' deficit increased from $(49,235) to $(17,414,322) due to the net loss and the accretion of Class A Ordinary Shares to their redemption value.
- Revenue: The Company generated $1,440,875 in interest income from the Trust Account in 2025, compared to zero in 2024.
Guidance, Outlook, Risks, and Unusual Items
Outlook and Strategy:
- Management intends to acquire one or more businesses with an aggregate enterprise value of approximately $1.0 billion to $1.5 billion in the energy and power infrastructure sectors.
- The Company has $271,690,875 available for a Business Combination after accounting for deferred fees, excluding working capital held outside the Trust.
- Management has broad discretion regarding the specific application of net proceeds.
Risks and Contingencies:
- Going Concern: The independent auditor's report includes an explanatory paragraph expressing substantial doubt about the Company's ability to continue as a going concern if a Business Combination is not completed.
- 2024 SPAC Rules: New SEC rules adopted in 2024 may materially affect the ability to negotiate and complete a Business Combination, potentially increasing costs and time.
- Geopolitical Risks: Conflicts in the Middle East, Russia-Ukraine, and tensions involving China/Taiwan could disrupt capital markets and target business operations.
- Redemption Risk: Significant redemptions by public shareholders could reduce cash available for the transaction, potentially requiring additional financing or restructuring.
- Investment Company Act: The Company risks being deemed an investment company if it holds investments in the Trust Account for too long, which could restrict its activities.
Unusual Items:
- Deferred Advisory Fee: A significant non-cash expense of $8,625,000 was recorded for advisory services payable only upon completion of a Business Combination.
- Related Party Loans: A related party loan of $197,917 was outstanding as of December 31, 2025, but was repaid in full on January 12, 2026.
Important Facts for Investor Verification
- Trust Account Composition: Verify that the $288.9 million in the Trust Account is invested solely in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting Rule 2a-7 conditions.
- Deferred Fees Payability: Confirm that the $17.25 million in deferred underwriting and advisory fees are contingent solely on the successful completion of an initial Business Combination.
- Combination Deadline: Note the strict deadline of November 14, 2027, to consummate a transaction or face mandatory liquidation.
- Sponsor Ownership and Dilution: Verify the Sponsor's ownership of 7,187,500 Class B Founder Shares (20% of post-IPO equity) purchased for $25,000, and the potential for anti-dilution adjustments that could increase the Sponsor's share count upon a Business Combination.
- Working Capital Sufficiency: Assess whether the $1.16 million held outside the Trust is sufficient to fund operations and search costs until the Combination Deadline or liquidation.