Business Context and Reporting Period
Company: Alussa Energy Acquisition Corp. II (ALUB)
Filing Type: Form 10-Q (Quarterly Report)
Period Ended: March 31, 2026
Business Model: Cayman Islands exempted company formed as a Special Purpose Acquisition Company (SPAC) to effect a business combination with one or more target businesses. The Company has not yet commenced operations and generates no operating revenue. Funds are held in a Trust Account to facilitate a future merger.
Key Financial Metrics
| Metric | Value (Q1 2026) | Value (Q1 2025) |
|---|---|---|
| Net Income (Loss) | $2,208,515 | $(525) |
| Operating Expenses (G&A) | $289,738 | $525 |
| Interest Income (Trust Account) | $2,498,253 | $0 |
| Cash (Outside Trust) | $824,442 | $520 |
| Investments in Trust Account | $291,439,128 | $0 |
| Working Capital | $701,728 | N/A |
| Deferred Underwriting Fee | $8,625,000 | $8,625,000 |
| Deferred Advisory Fee | $8,625,000 | $8,625,000 |
| Deferred Legal Fees | $1,197,413 | $1,197,413 |
Liquidity: As of March 31, 2026, the Company held $824,442 in cash outside the Trust Account. Management believes this is sufficient to finance working capital needs for at least one year from the date of issuance.
Material Changes vs. Prior Period
- Initial Public Offering (IPO): The Company consummated its IPO on November 14, 2025, selling 28,750,000 Units at $10.00 per unit, including the full exercise of the underwriters' over-allotment option. This resulted in gross proceeds of $287,500,000, of which $287,500,000 was placed in the Trust Account.
- Revenue Generation: Unlike the prior period (Q1 2025), the Company generated significant non-operating income of $2,498,253 from interest earned on Trust Account investments.
- Operating Costs: General and administrative costs increased to $289,738 in Q1 2026 compared to $525 in Q1 2025, reflecting post-IPO operational expenses.
- Debt Repayment: The Company repaid a related party loan of $197,917 in January 2026. There is no outstanding balance on this note as of March 31, 2026.
Outlook, Risks, and Contingencies
- Business Combination Deadline: The Company must complete an initial Business Combination within 24 months from the closing of the IPO (November 14, 2025). If not completed, the Company will 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.
- Regulatory Environment: The Company notes the impact of new SEC "2024 SPAC Rules," which may increase costs and time required to negotiate and complete a Business Combination.
- Going Concern: While management believes current funds are sufficient for the next 12 months, the Company may need to raise additional capital if due diligence costs exceed estimates or if a significant number of shares are redeemed.
- Warrant Terms: Public Warrants are exercisable at $11.50 per share. The Company may redeem Public Warrants if the share price exceeds $18.00 for 20 trading days within a 30-day period.
Investor Verification Checklist
- Trust Account Balance: Verify the current balance of $291,439,128 and the per-share redemption value of approximately $10.14.
- Deferred Obligations: Confirm the total deferred fees ($17,250,000 + legal fees) that will reduce net proceeds upon a successful merger.
- Related Party Transactions: Review the $5,000 monthly administrative fee paid to the Sponsor and the potential for Working Capital Loans convertible into warrants.
- Share Structure: Note the 28,750,000 Class A shares subject to redemption and 7,187,500 Class B Founder Shares held by the Sponsor.
- Extension Provisions: Check the Company's Articles of Association for specific terms regarding shareholder votes required to extend the 24-month combination period.