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Alussa Energy Acquisition Corp. II

For the period ended Sep 30, 2025. Filed Dec 19, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Dec 19, 2025

ALUB$10.16+0.1%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30,2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to _________

Commission File Number:001-42953

Alussa Energy Acquisition Corp. II

(Exact name of Registrant as specified in its charter)

Cayman IslandsN/A
(State or other jurisdiction of(I.R.S. Employer
incorporation or organization)Identification Number)

1001 S Capital of Texas Hwy

Building L, Suite 250

Austin, Texas 78746

(512) 904-0200

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrantALUB UNew York Stock Exchange
Class A ordinary shares, par value $0.0001 per shareALUBNew York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50ALUB WSNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☐Accelerated filer☐
Non-accelerated filer☒Smaller reporting company☒
Emerging growth company☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying 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

Page
Part I. Financial Information1
Item 1. Interim Financial Statements1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations17
Item 3. Quantitative and Qualitative Disclosures About Market Risk21
Item 4. Controls and Procedures21
Part II. Other Information22
Item 1. Legal Proceedings22
Item 1A. Risk Factors22
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds66
Item 3. Defaults Upon Senior Securities66
Item 4. Mine Safety Disclosures66
Item 5. Other Information66
Item 6. Exhibits67
Part III. Signatures68

i

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.