Alussa Energy Acquisition Corp II-A：美股招股说明书

Alussa Energy Acquisition Corp.II 25,000,000Units Alussa Energy Acquisition Corp.II is a blank check company incorporated as a CaymanIslandsexempted company and formed for the purpose of effecting a merger,shareexchange,asset acquisition,share purchase,reorganization or similar businesscombinationwith one or more businesses or entities,which we refer to throughoutthisprospectus as our initial business combination.We have not selected anyspecificbusiness combination target and we have not,nor has anyone on our behalf,initiatedany substantive discussions,directly or indirectly,with any businesscombinationtarget.We may pursue an initial business combination in any business orindustry. This is an initial public offering of our securities. Each unit has an offering priceof $10.00 and consists of one ClassA ordinary share and one-third of one redeemablewarrant.Each whole warrant entitles the holder thereof to purchase one ClassAordinaryshare at a price of$11.50 per share,subject to adjustment as describedherein.Only whole warrants are exercisable.No fractional warrants will be issueduponseparation of the units,and only whole warrants will trade.The warrants willbecomeexercisable 30 days after the completion of our initial business combinationandwill expire five years after the completion of our initial business combinationorearlier upon redemption or our liquidation,as described herein.Subject to thetermsand conditions described in this prospectus,we may call the warrants forredemptiononce the warrants become exercisable.The underwriters have a 45-dayoptionfromthedateofthisprospectustopurchaseuptoanadditional3,750,000units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem, regardless ofwhetherthey abstain,vote for,or vote against,our initial business combination,all or a portion of their ClassA ordinary shares that are sold as part of the unitsinthis offering,which we refer to collectively as our public shares,upon thecompletion of our initial business combination at a per-share price, payable in cash,equalto the aggregate amount then on deposit in the trust account described belowcalculated as of twobusiness days prior to the consummation of our initial businesscombination,including interest earned on the funds held in the trust account,lesstaxespayable,divided by the number of then outstanding public shares,subject tothelimitationsandontheconditionsdescribedherein.See“TheOffering—Redemptionrights for public shareholders upon completion ofourinitial business combination”and“The Offering—Redemptionofpublicshares and distribution and liquidation if no initial businesscombination” for more information. Notwithstandingthe foregoing redemption rights,if we seek shareholder approval ofour initial business combination and we do not conduct redemptions in connection withourinitial business combination pursuant to the tender offer rules,our amended andrestatedmemorandum and articles of association provide that a public shareholder,togetherwith any affiliate of such shareholder or any other person with whom suchshareholderis acting in concert or as a“group”(as defined under Section13oftheSecurities ExchangeActof1934,as amended(the“ExchangeAct”)),will berestricted from redeeming its public shares with respect to more than an aggregate of15% of the public shares sold in this offering without our prior consent. However, wewouldnot be restricting our shareholders’ability to vote all of their shares(includingall public shares held by those shareholders that hold more than 15%ofthepublic shares sold in this offering)for or against our initial businesscombination.See“TheOffering—Limitationonredemptionrightsofshareholdersholding more than an aggregate of 15%of the public sharessoldin thisofferingif we hold shareholder vote” for further discussion oncertain limitations on redemption rights. Our sponsor, Alussa Energy SponsorII LLC, a Delaware limited liability company, hascommittedto purchase an aggregate of 2,500,000privateplacement warrants,eachexercisableto purchase one ClassAordinary share at$11.50 per share,at a priceof$1.00 per warrant,or$2,500,000 in the aggregate,in a private placement thatwill close simultaneously with the closing of this offering. On September6, 2024, anentitywholly owned by Daniel Barcelo,one of our Directors,paid$25,000,or approximately $0.003 per share, to cover certain of our offering expenses in exchangefor7,187,500 Class B ordinary shares.On October 15,2024,all 7,187,500 Class Bordinaryshares were transferred by such entity to our sponsor for no additionalconsiderationto us.As a result of such transfer,our sponsor holds 7,187,500ClassBordinary shares(up to 937,500 of which will be surrendered to us for noconsideration after the closing of this offering depending on the extent to which theunderwriters’over-allotment option is exercised),which will automatically convertintoClassAordinary shares upon the consummation of our initial business