Alussa Energy II IPO Raises $287.5M Post-Q3, Bolstering SPAC War Chest

Ticker: ALUB-WT · Form: 10-Q · Filed: Dec 19, 2025 · CIK: 2041493

Sentiment: mixed

Topics: SPAC, IPO, 10-Q, Financials, Acquisition, Emerging Growth Company, Trust Account

Related Tickers: ALUB-WT, ALUB, ALUB-WS

TL;DR

**ALUB-WT's successful $287.5M IPO is a green light for its SPAC hunt, making it a speculative buy for those betting on a lucrative merger.**

AI Summary

Alussa Energy Acquisition Corp. II (ALUB-WT) reported a net loss of $15,605 for the three months ended September 30, 2025, and a net loss of $17,558 for the nine months ended September 30, 2025. This compares to a net loss of $37,919 for the period from August 16, 2024 (inception) through September 30, 2024. The company's cash balance significantly decreased from $4,200 at December 31, 2024, to $520 at September 30, 2025. Total liabilities increased substantially from $671,941 at December 31, 2024, to $1,541,954 at September 30, 2025, driven by a rise in deferred offering costs to $1,474,116 and accrued offering costs to $725,147. A related party loan also increased from $25,000 to $126,463. Post-quarter, on November 14, 2025, the company consummated its Initial Public Offering, selling 28,750,000 units at $10.00 per unit, including the full exercise of the over-allotment option, generating gross proceeds of $287,500,000. Concurrently, it sold 2,500,000 warrants in a private placement for $1.00 per warrant. As of November 14, 2025, the company had $1,371,560 in cash and working capital of $1,196,310, with $287,500,000 placed in a Trust Account.

Why It Matters

This filing is crucial for investors as it details Alussa Energy Acquisition Corp. II's financial position immediately prior to and following its Initial Public Offering. The successful IPO, raising $287.5 million, provides the SPAC with significant capital to pursue a business combination, a critical step for its long-term viability and potential returns for shareholders. The competitive landscape for SPACs remains intense, and having substantial funds in the Trust Account positions Alussa Energy II to compete for attractive target companies. Employees and customers of a future target company will be impacted by the successful completion of a business combination, as it signifies a new chapter for their organization.

Risk Assessment

Risk Level: medium — The company is a shell company with no operations, relying entirely on completing a business combination within 24 months of its IPO. While the successful IPO raised $287,500,000, geopolitical instability and trade policy changes are cited as significant risks that could adversely affect the search for a target business, as detailed in the 'Risks and Uncertainties' section.

Analyst Insight

Investors should monitor ALUB-WT closely for announcements regarding a potential business combination. Given the successful IPO and substantial capital, the focus shifts to the quality and valuation of any prospective merger target. This is a speculative investment, suitable for investors comfortable with the inherent risks of SPACs.

Financial Highlights

debt To Equity
N/A
revenue
$0
operating Margin
N/A
total Assets
$ 1,475,161
total Debt
$ 1,541,954
net Income
$ -15,605
eps
$ -0.00
gross Margin
N/A
cash Position
$ 520
revenue Growth
N/A

Key Numbers

Key Players & Entities

FAQ

What is Alussa Energy Acquisition Corp. II's primary business purpose?

Alussa Energy Acquisition Corp. II was incorporated on August 16, 2024, for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses that the Company has not yet identified.

How much capital did Alussa Energy Acquisition Corp. II raise in its Initial Public Offering?

On November 14, 2025, Alussa Energy Acquisition Corp. II consummated its Initial Public Offering, selling 28,750,000 Units at $10.00 per unit, including the full exercise of the over-allotment option, generating gross proceeds of $287,500,000.

What were Alussa Energy Acquisition Corp. II's net losses for the recent periods?

Alussa Energy Acquisition Corp. II reported a net loss of $15,605 for the three months ended September 30, 2025, and a net loss of $17,558 for the nine months ended September 30, 2025. This compares to a net loss of $37,919 for the period from August 16, 2024 (inception) through September 30, 2024.

Where are the proceeds from Alussa Energy Acquisition Corp. II's IPO held?

Upon the closing of the Initial Public Offering, management placed an aggregate of $287,500,000 in a Trust Account. These funds may only be invested in U.S. government treasury bills with a maturity of 185 days or less or in money market funds that meet certain conditions.

What is the deadline for Alussa Energy Acquisition Corp. II to complete a business combination?

Alussa Energy Acquisition Corp. II must complete an initial Business Combination within 24 months from the closing of the Initial Public Offering. If unable to do so, the company will redeem its Public Shares.

What are the key risks Alussa Energy Acquisition Corp. II faces in finding a target business?

Key risks include volatility and disruption in United States and global markets due to geopolitical instability, such as the ongoing conflicts in Russia-Ukraine and the Middle East, and the resulting economic consequences. Tariffs and changes in trade policies are also cited as potential negative impacts on the attractiveness of target businesses.

How did Alussa Energy Acquisition Corp. II's cash position change before and after the IPO?

Prior to the IPO, Alussa Energy Acquisition Corp. II's cash balance decreased from $4,200 at December 31, 2024, to $520 at September 30, 2025. Following the IPO on November 14, 2025, the company had $1,371,560 in cash, with an additional $287,500,000 placed in the Trust Account.

What is the role of Alussa Energy Sponsor II LLC?

Alussa Energy Sponsor II LLC is the Company's sponsor and an affiliate. It played a role in the initial funding and organization of the SPAC, including the issuance of Founder Shares.

What is the minimum fair market value requirement for a target business for Alussa Energy Acquisition Corp. II?

The initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding deferred underwriting commissions and taxes payable on interest income) at the time of the agreement.

What happens if Alussa Energy Acquisition Corp. II fails to complete a business combination within the specified timeframe?

If the company is unable to complete an initial Business Combination within 24 months from the IPO closing, it will cease operations, redeem 100% of the Public Shares at a per-share price equal to the aggregate amount in the Trust Account, and then dissolve and liquidate.

Risk Factors

Industry Context

Alussa Energy Acquisition Corp. II operates within the Special Purpose Acquisition Company (SPAC) sector, a financial vehicle designed to facilitate mergers and acquisitions. The SPAC market has seen significant activity, driven by companies seeking alternative routes to public markets. However, the landscape is competitive, with numerous SPACs vying for attractive acquisition targets within defined timeframes.

Regulatory Implications

As an 'emerging growth company,' Alussa Energy Acquisition Corp. II benefits from certain exemptions under the JOBS Act. Post-IPO, the company must adhere to SEC reporting requirements and regulations governing SPACs, including those related to the business combination process and shareholder protections.

What Investors Should Do

  1. Monitor Business Combination Progress
  2. Evaluate Target Business Quality
  3. Understand Redemption Rights
  4. Assess Management's Execution Capability

Key Dates

Glossary

Business Combination
A merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar transaction with one or more target businesses. (The primary objective of the SPAC, defining its future operational direction.)
Emerging Growth Company
A company that has total annual gross revenues of less than $1.235 billion during its most recently completed fiscal year. (Indicates the company qualifies for certain regulatory accommodations under the JOBS Act.)
Initial Public Offering (IPO)
The first time a private company offers its shares to the public market. (The event that provided the company with significant capital for its business combination efforts.)
Trust Account
A segregated account holding the proceeds from the IPO, typically invested in U.S. government securities, to be used for the business combination or returned to shareholders. (Holds the majority of the company's capital and is subject to specific withdrawal conditions.)
Deferred Underwriting Fees
A portion of the underwriting commission that is paid only upon the successful completion of a business combination. (Represents a significant contingent liability and incentive for the underwriters to ensure a business combination occurs.)
Class B Ordinary Shares
Shares typically held by the sponsor, often with different voting rights or subject to forfeiture conditions. (These shares were subject to forfeiture if the over-allotment option was not fully exercised, which it was.)

Year-Over-Year Comparison

The prior filing period (August 16, 2024 - September 30, 2024) showed a net loss of $37,919. For the nine months ended September 30, 2025, the net loss was $17,558, and for the three months ended September 30, 2025, it was $15,605. While the net loss has decreased in the more recent periods compared to the initial formation period, this is primarily due to the cessation of certain formation-related expenses and the impending IPO. The company had no revenue in either period. Total liabilities increased significantly from $671,941 at December 31, 2024, to $1,541,954 at September 30, 2025, driven by escalating offering costs, while cash reserves dwindled to $520 before the IPO.

Filing Stats: 4,660 words · 19 min read · ~16 pages · Grade level 17.8 · Accepted 2025-12-19 16:31:26

Key Financial Figures

Filing Documents

Financial Information

Part I. Financial Information 1

Interim Financial Statements

Item 1. Interim Financial Statements 1

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 17

Quantitative and Qualitative Disclosures About Market Risk

Item 3. Quantitative and Qualitative Disclosures About Market Risk 21

Controls and Procedures

Item 4. Controls and Procedures 21

Other Information

Part II. Other Information 22

Legal Proceedings

Item 1. Legal Proceedings 22

Risk Factors

Item 1A. Risk Factors 22

Unregistered Sales of Equity Securities and Use of Proceeds

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 66

Defaults Upon Senior Securities

Item 3. Defaults Upon Senior Securities 66

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 66

Other Information

Item 5. Other Information 66

Exhibits

Item 6. Exhibits 67

Signatures

Part III. Signatures 68 i

- FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION

INTERIM FINANCIAL STATEMENTS

ITEM 1. INTERIM FINANCIAL STATEMENTS ALUSSA ENERGY ACQUISITION CORP. II CONDENSED BALANCE SHEETS AS OF SEPTEMBER 30, 2025 AND DECEMBER 31, 2024 September 30, 2025 (Unaudited) December 31, 2024 ASSETS Current assets: Cash $ 520 $ 4,200 Prepaid expenses 525 - Total current assets 1,045 4,200 Deferred offering costs 1,474,116 618,506 Total assets $ 1,475,161 $ 622,706 LIABILITIES AND SHAREHOLDERS' DEFICIT Current liabilities: Accrued expenses $ - $ 43,435 Accrued offering costs 725,147 603,506 Related party loan 126,463 25,000 Total current liabilities 851,610 671,941 Deferred legal fees 690,344 - Total liabilities 1,541,954 671,941 Commitments and contingencies (Note 6) Shareholder's Deficit Preference shares, $ 0.0001 par value; 2,500,000 shares authorized; none issued and outstanding - - Class A ordinary shares, $ 0.0001 par value; 250,000,000 shares authorized; none issued and outstanding - - Class B ordinary shares, $ 0.0001 par value; 25,000,000 shares authorized; 7,187,500 issued and outstanding (1) 719 719 Additional paid-in capital 24,281 24,281 Accumulated deficit ( 91,793 ) ( 74,235 ) Total shareholder's deficit ( 66,793 ) ( 49,235 ) Total liabilities and shareholder's deficit $ 1,475,161 $ 622,706 (1) Includes up to 937,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). On November 14, 2025, the Company consummated its Initial Public Offering and sold 28,750,000 Units, including 3,750,000 Units sold pursuant to the full exercise of the underwriters' option to purchase additional Units to cover the over-allotment. As such, the 937,500 shares of Class B Ordinary Shares were no longer subject to forfeiture. The accompanying notes are an integral part of these unaudited condensed financial statements. 1 ALUSSA ENERGY ACQUISITION CORP. II UNAUDITED CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE AN

NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2025 (UNAUDITED) Note 1 — Description of Business and Operations Description of Business Alussa Energy Acquisition Corp. II (the "Company") was incorporated as a Cayman Islands exempted company on August 16, 2024. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (the "Business Combination"). The Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended, or the "Securities Act", as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). As of September 30, 2025, the Company has not yet commenced operations. All activity for the period from August 16, 2024 (inception) through September 30, 2024 and for the nine months ended September 30, 2025 relates to the Company's formation and the initial public offering ("Initial Public Offering"), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering and the Private Placement Warrants (as defined in Note 4). The Company has selected December 31 as its fiscal year end. The Company's sponsor is Alussa Energy Sponsor II LLC (the "Sponsor"), an affiliate of the Company. The registration statement for the Company's Initial Public Offering became effective on November 12, 2025 (the "IPO Registration Statement"). On November 14, 2025, the Company consummated the Initial Public Offering of 28,750,000 Units at $ 10.00 per unit, which included the full exercise by the underwriter of their over-allotment option in the amount of 3,750,000 Units at $ 10.00 per Unit, which is discu

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