Alussa能源收购 Corp II-A 2025年季度报告

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ As of December 15, 2025, there were 28,750,000 Class A ordinary shares, $0.0001 par value, and 7,187,500 Class B ordinary shares,$0.0001 par value, issued and outstanding. TABLE OF CONTENTS PagePart I. Financial Information1Item 1. Interim Financial Statements1Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations17Item 3. Quantitative and Qualitative Disclosures About Market Risk21Item 4. Controls and Procedures21Part II. Other Information22Item 1. Legal Proceedings22Item 1A. Risk Factors22Item 2. Unregistered Sales of Equity Securities and Use of Proceeds66Item 3. Defaults Upon Senior Securities66Item 4. Mine Safety Disclosures66Item 5. Other Information66Item 6. Exhibits67Part III. Signatures68i The accompanying notes are an integral part of these unaudited condensed financial statements. ALUSSA ENERGY ACQUISITION CORP. IINOTES TO FINANCIAL STATEMENTS Note1 —Description of Business and Operations Description of Business Alussa Energy Acquisition Corp.II (the “Company”) was incorporated as a Cayman Islands exempted company on August16, 2024.The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, sharepurchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (the As of September 30, 2025, the Company has not yet commenced operations. All activity for the period from August16, 2024(inception) through September 30, 2024 and for the nine months ended September 30, 2025 relates to the Company’s formation andthe initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenuesuntil after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the The Company’s sponsor is Alussa Energy SponsorII 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 RegistrationStatement”). On November 14, 2025, the Company consummated the Initial Public Offering of 28,750,000Unitsat $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 discussed in Note 3 (the “Initial Public Offering”), and the sale of 2,500,000 warrants at a price of $1.00 in the aggregate, in aprivate placement that closed concurrently with the Initial Public Offering. Each whole warrant entitles the holder to purchase one Transaction costs amounted to $10,994,477 consisting of cash underwriting fees of $250,000, deferred underwriting fees of$8,625,000 (see additional discussion in Note 6), and other offering costs of $2,119,477. The Trust Account Upon the closing of the Initial Public Offering and the Private Placement, management placed an aggregate of $287,500,000 ($10.00per Unit sold) in a Trust Account that may only be invested in U.S.government treasury bills with a maturity of one hundred eighty-five (185)days or less or in money market funds that meet certain conditions under Rule2a-7 under the Investment CompanyActof1940 and that invest only in direct U.S.government obligations and may at any time be held as cash or cash items, including indemand deposit accounts at a bank. Funds will remain in the Trust Account until the earlier of (i)the consummation of the initial The Company’s amended and restated memorandum and articles of association provide that, other than the permitted withdrawals (asdefined below), if any, none of the funds held in the Trust Account will be released until the earlier of (i)the completion of the initialBusiness Combination; (ii)the redemption of any Cl