ALUB

Business Context and Reporting Period

Company: Alussa Energy Acquisition Corp. II (ALUB)
Filing Type: Form 10-Q (Quarterly Report)
Period Ended: June 30, 2026
Business Model: Cayman Islands exempted company formed as a Special Purpose Acquisition Company (SPAC) to effect a business combination with an unidentified target. The Company has not commenced operations and generates no operating revenue. Funds are held in a Trust Account invested in U.S. government securities.

Key Financial Metrics

Note: The Company reported a net loss for the comparable periods in 2025 prior to the consummation of its Initial Public Offering (IPO) in November 2025.

Material Changes vs. Prior Period

• Revenue and Income: The Company transitioned from a net loss of $1,428 for the three months ended June 30, 2025, to a net income of $2,249,952 for the same period in 2026. This shift is entirely due to interest income earned on the Trust Account following the November 2025 IPO.
• Operating Expenses: General and administrative costs increased significantly from $1,428 (three months ended June 30, 2025) to $363,448 (three months ended June 30, 2026), reflecting the costs of being a public company and pursuing a business combination.
• Liquidity: Cash held outside the Trust Account decreased from $1,163,106 at December 31, 2025, to $604,764 at June 30, 2026, primarily due to operating cash outflows and the repayment of a related-party loan.
• Debt: The related-party loan balance of $197,917 outstanding at December 31, 2025, was fully repaid on January 12, 2026. There is no outstanding debt as of June 30, 2026.

Outlook, Risks, and Contingencies

• Going Concern: Management has determined that the Company may not have sufficient liquidity to meet current obligations within one year. This raises substantial doubt about the Company's ability to continue as a going concern. Additional financing may be required from the Sponsor or third parties.
• Business Combination Deadline: The Company must complete an initial business combination within 24 months of the IPO closing (November 14, 2025), or it must liquidate and redeem public shares.
• Deferred Fees: Significant contingent liabilities exist, including $8,625,000 in deferred underwriting fees, $8,625,000 in deferred advisory fees, and $1,197,413 in deferred legal fees. These are payable only upon the successful completion of a business combination.
• Market Risks: The Company's ability to consummate a transaction is subject to economic conditions, interest rate fluctuations, and geopolitical instability.

Investor Verification Checklist

• Trust Account Balance: Verify the current redemption value per share ($10.23 as of June 30, 2026) and the total interest earned ($5.1M for the six months) to assess potential dilution or accretion.
• Liquidity Runway: Confirm the Company's plan to raise additional working capital, as current cash outside the Trust ($604,764) may be insufficient to sustain operations until a deal is closed or liquidation occurs.
• Deferred Obligations: Review the total deferred fees ($18.4M+) which will reduce the net proceeds available to the target company or shareholders upon a successful merger.
• Related Party Transactions: Monitor the $5,000 monthly administrative fee paid to the Sponsor and the potential for "Working Capital Loans" which may convert into warrants.
• Share Structure: Note that 28,750,000 Class A shares are subject to redemption, while 7,187,500 Class B Founder Shares (held by the Sponsor) are not redeemable and convert 1:1 upon a business combination.