Business Context and Reporting Period
Company: Alussa Energy Acquisition Corp. II (Alussa)
Reporting Period: Quarter ended September 30, 2025 (Q3 2025)
Status: Cayman Islands exempted company, emerging growth company, and shell company. The company was incorporated on August 16, 2024, and had not commenced operations as of the balance sheet date. Its sole purpose is to effect a business combination (SPAC).
Subsequent Event: On November 14, 2025, the company consummated its Initial Public Offering (IPO), selling 28,750,000 Units at $10.00 per unit, including the full exercise of the underwriters' over-allotment option.
Key Financial Metrics (As of September 30, 2025)
| Metric | Value |
|---|---|
| Revenue | $0 (No operating revenues) |
| Net Loss (3 Months Ended Sept 30, 2025) | $(15,605) |
| Net Loss (9 Months Ended Sept 30, 2025) | $(17,558) |
| Cash and Cash Equivalents | $520 |
| Total Assets | $1,475,161 |
| Total Liabilities | $1,541,954 |
| Shareholders' Deficit | $(66,793) |
| Related Party Loan Outstanding | $126,463 |
| Deferred Offering Costs | $1,474,116 |
Material Changes vs. Prior Period
- Liquidity: Cash decreased from $4,200 (Dec 31, 2024) to $520 (Sept 30, 2025) due to operating cash outflows of $105,143 for the nine-month period.
- Liabilities: Total liabilities increased significantly from $671,941 to $1,541,954. This was driven by an increase in accrued offering costs ($603,506 to $725,147), the related party loan ($25,000 to $126,463), and the recognition of $690,344 in deferred legal fees.
- Accumulated Deficit: Increased from $(74,235) to $(91,793) due to continued general and administrative expenses.
- Share Capital: No Class A ordinary shares were issued or outstanding as of September 30, 2025. 7,187,500 Class B ordinary shares (Founder Shares) remained outstanding.
Guidance, Outlook, and Risks
Outlook and Liquidity Post-IPO: Following the November 14, 2025 IPO, the company placed $287,500,000 in a Trust Account. Management believes the remaining proceeds outside the Trust Account ($1,371,560 as of Nov 14, 2025) are sufficient to finance working capital needs for at least one year.
Business Combination Timeline: The company has 24 months from the IPO closing (until November 14, 2027) to consummate an initial business combination. If unsuccessful, the company will liquidate and redeem public shares.
Key Risks and Contingencies:
- Geopolitical Instability: Conflicts in Ukraine and the Middle East, along with trade tariffs, could adversely affect the search for a target business.
- Regulatory Changes: New SEC rules regarding SPACs (2024 SPAC Rules) may increase costs and time required to complete a business combination.
- Investment Company Act: Risk of being deemed an unregistered investment company if funds are held in the Trust Account for too long; management may liquidate trust investments to cash to mitigate this.
- Deferred Fees: Significant contingent liabilities exist, including $8,625,000 in deferred underwriting fees and $8,625,000 in deferred advisory fees payable only upon completion of a business combination.
Investor Verification Checklist
- IPO Closing Confirmation: Verify the final closing details of the November 14, 2025 IPO, including the exact amount of cash remaining outside the Trust Account for working capital.
- Trust Account Status: Confirm the investment strategy of the Trust Account (U.S. Treasury bills vs. cash) to assess interest income potential and Investment Company Act compliance risks.
- Related Party Loans: Review the terms of the $126,463 related party loan and the potential for additional "Working Capital Loans" from the Sponsor, which may be convertible into warrants.
- Deferred Costs: Assess the magnitude of deferred legal fees ($690,344 as of Sept 30, 2025) and underwriting fees ($8.6M) that will reduce net proceeds available for a business combination.
- Founder Share Dilution: Understand the anti-dilution provisions for Class B shares, which may convert at a ratio greater than 1:1 if additional shares are issued, potentially diluting public shareholders.