Item 1. Business
ITEM 1. BUSINESS
Overview
We
are a blank check company incorporated on August 16, 2024 as a Cayman Islands exempted company and formed for the purpose of effecting
a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses
or entities that the Company has not yet identified, which we refer to throughout this Report as our initial Business Combination. To
date, we have not selected any Business Combination target and our efforts have been limited to (i) organizational activities, (ii) activities
related to our Initial Public Offering, and (iii) searching for a Business Combination target. We have also generated no operating revenues
to date and we do not expect that we will generate operating revenues until we consummate our initial Business Combination. While we
may pursue an acquisition opportunity in any industry or sector, we intend to focus on businesses in the energy and power infrastructure
sectors; particularly those that are empowering or beneficiaries of the continued transition towards renewable energy. We will seek to
acquire one or more businesses with an aggregate enterprise value of approximately $1.0 billion to $1.5 billion, although we
may acquire a business of any size and intend to focus on businesses we believe are poised for continued growth.
The
2024 SPAC Rules may materially affect our ability to negotiate and complete our initial Business Combination and may increase the costs
and time related thereto.
Initial Public Offering and Private Placement
On
November 14, 2025, we consummated our Initial Public Offering of 28,750,000 units (“Units”) including the issuance of 3,750,000
Units as a result of the underwriter’s full exercise of its over-allotment option. Each Unit consists of one Class A Ordinary Share
of the Company, par value $0.0001 per share and one-third of one redeemable Warrant, each whole Warrant entitling the holder thereof
to purchase one Ordinary Share at a price of $11.50 per share, subject to certain adjustments. The Units were sold at an offering price
of $10.00 per Unit, generating gross proceeds of $287,500,000.
Simultaneously
with the consummation of the IPO, the Company consummated a private placement of 2,500,000 Private Placement Warrants, at a price of
$1.00 per Private Placement Warrant, generating total proceeds of $2,500,000. The Private Placement Warrants were purchased by the Sponsor.
The Private Placement Warrants are identical to the Warrants sold as part of the Units in the IPO except that the Private Placement Warrants:
(1) will not be redeemable by the Company; (2) may not (and the Ordinary Shares issuable upon exercise of the Private Placement Warrants
may not), subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of the Company’s
initial Business Combination; (3) may be exercised by the holders on a cashless basis; and (4) are entitled to registration rights (including
in respect of the Ordinary Shares issuable upon exercise of the Private Placement Warrants).
A total
of $287,500,000, comprised of $287,250,000 of the proceeds from the Initial Public Offering and $250,000 of the proceeds of the private
placement, was placed in the Trust Account maintained by Continental, acting as trustee.
It
is the job of our Sponsor and Management Team to complete our initial Business Combination. Our Management Team is led by Ole Slorer,
our Chief Executive Officer, and Benjamin Atkins, our Chief Financial Officer. We must complete our initial Business Combination by November
14, 2027, which is 24 months from the closing of our Initial Public Offering, unless we seek and obtain shareholder approval to amend
our Amended and Restated Charter in order to extend the Combination Period. If our initial Business Combination is not consummated by
the end of our Combination Period (as extended, if applicable), then our existence will terminate, and we will distribute all amounts
in the Trust Account, as described further herein.
As
noted above, we may seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by obtaining
shareholder approval to amend our Amended and Restated Charter. If we seek shareholder approval for an extension, holders of Public Shares
will be offered an opportunity to redeem their Public Shares upon the approval and effectiveness of any such amendment at a per share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (less taxes
payable), divided by the number of then issued and outstanding Public Shares, subject to applicable law.
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Our Management Team
Our
Management Team, comprising of a deep network of operating executives, institutional investors and advisors, brings decades of experience
in operating and growing leading companies in the energy sector. We believe that this network will help create continued access to off-market transactions
that we plan to leverage for the benefit of our shareholders. We believe that this is further enhanced by our Management Team’s
unique combination of skills and experience in managing companies at every stage of growth.
Our
Management Team has collectively raised or deployed several billion dollars of capital across these sectors and have deep experience in
each vertical.
Our
Management Team consists of the following members:
W.
Richard Anderson , 72, our Chairman of the Board, has over 40 years of experience in the energy industry and is currently
an Advisor to Alussa Energy. Since 2015, Mr. Anderson has been Chief Executive Officer of Coastline Exploration Limited, which has
deep water, offshore exploration licenses in Somalia. Since 2024, Mr. Anderson has served as a Director of the Board for T1 Energy,
an energy solutions provider building an integrated U.S. supply chain for solar and batteries. Prior to this, he was the Chief Financial
Officer of Eurasia Drilling Company Ltd (LSE: EDCL), a large Oil and Gas drilling company in Russia for which he served in various
executive and director capacities from its initial public offering in 2007 to its privatization in 2015. He was also the President and
Chief Executive Officer of Prime Natural Resources, Inc., an independent Oil and Gas exploration and production company, active in the
U.S., South America and Kurdistan. He also served as a Director and Chairman of the Compensation Committee of Gulf Marine Services (LSE: GMS)
from 2014 to 2019. Mr. Anderson served as an Independent Director for Alussa I (as defined below).
Ole
Slorer , 61, our Chief Executive Officer and one of our Directors, is a seasoned finance and energy industry executive with
over 35 years of experience in investment banking, capital markets, and industrial technology sectors. Mr. Slorer currently serves
as a Director on the Board of Moreld AS, a Norwegian engineering and offshore marine services firm, after assuming this position in 2024.
He previously spent over four years at BTIG, where he held the role of Managing Director and Head of Energy & Shipping Investment
Banking, leading high-profile transaction origination and execution across energy and shipping sectors. Prior to BTIG, from 2001
to 2018, Mr. Slorer worked at Morgan Stanley as a Managing Director and Global Head of Energy Research and Equity Research Analyst,
where he led global coverage across oilfield services, equipment. During his tenure, he was consistently recognized by Institutional
Investor and other industry bodies for his analytical insight and market leadership. Prior to that, he held an Executive Director role
at NatWest Securities from 1989 to 2000. Since departing Morgan Stanley, he has advised and invested in a number of technology-driven ventures,
primarily in the energy transition, data infrastructure, and industrial innovation verticals. Mr. Slorer holds an MSc in Shipping,
Trade & Finance from Bayes Business School, the business school of City University of London and a BSc in Naval Architecture from
the University of Newcastle upon Tyne. Mr. Slorer is well-qualified to serve as a Director due to his strategic insight, capital
markets expertise, and deep sector knowledge.
Benjamin
Atkins , 39, our Chief Financial Officer, is currently an Advisor to Alussa Energy and Actus Logistics. He was previously a member
of the management team of Power and Digital Infrastructure Acquisition Corporation (“XPDI”), the SPAC which merged with Core
Scientific (NASDAQ: CORZ) in 2022. Prior to joining XPDI, he co-founded HODL Ranch, a blockchain-based data center company,
and Skybox Datacenters, an enterprise data center company. He is a co-founder and partner of Rugen Street Capital. Prior to becoming
an entrepreneur, Mr. Atkins served as an equity research analyst at Chilton Capital Management and an international equity analyst
at Salient Partners in Houston, Texas.
Daniel
Barcelo , 56, one of our Directors, has over 30 years of experience navigating the energy industry in domestic and international
markets with experience across both renewables and traditional Oil and Gas. He is currently the Chairman of the Board and the Chief Executive
Officer for T1 Energy. Mr. Barcelo is also the founder of Alussa Energy Acquisition Corp (“Alussa I”), which completed
a business combination with T1 Energy in July 2021. Prior to founding Alussa Energy in 2019, he was a Portfolio Manager at Moore Capital
Management and an equity research analyst with Bank of America and Lehman Brothers. His corporate experience includes experience as a
CFO for international energy companies. Daniel is also the founder of Alussa Energy LLC, a sponsor and developer of clean energy projects.
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We
will also be supported by our Independent Directors, who have energy, investment and capital allocation experience that we believe will
accrue to the benefit of our investors:
● Chi Chow , 59, is recognized as a former top-ranked equity research analyst
covering the refining and logistics industry for Tudor, Pickering, Holt & Co., Macquarie Capital, Merrill Lynch and Petrie Parkman &
Co. While at Merrill Lynch in 2007, Mr. Chow was ranked as the top stock picker by Forbes (across all industries) and as the top
Oil and Gas analyst by the Wall Street Journal;
● Maurice Dijols , 67, has over 34 years of experience
with Schlumberger (NYSE:SLB), most recently serving as the President of Russia Operations from 2003 to 2011. Previously Mr. Dijols
held a variety of executive positions, including Chief Information Officer of Schlumberger Limited and the President of Schlumberger
Oilfield Services North and South America. From June 2015, he has been the Chairman of the Supervisory Board at Petro Welt Technologies
AG (C.A.T. Oil AG). He has also held non-executive Director positions which include: Eurasia Drilling Company from 2011 to 2015,
Ruspetro PLC from 2013 to 2016, Bashneft from 2015 to 2016, G Seismic Services Limited from 2012 to 2016, and Alussa Energy Acquisition
Corp. from 2019 to 2022;
● Philippe Lanier , 48, is a Principal at EastBanc, a multinational company with historical
operating businesses in global commercial real estate, technology, sports, and food & beverage sectors. Extensive capital
markets experience in energy as well as nearly two decades of executive management experience in multiple fields and countries;
● Peter Matrai , 53, is the Co-Founder of T1 Energy (NYSE: TE) and current member of
the Board of Directors. Previously a Co-Founder and Managing Partner at EDGE Global LLC and Senior Advisor at SYSTEMIQ Ltd and
Chief Financial Officer at Joule Unlimited;
●
Jesse
Peltan , 29, is the Co-Founder of HODL Ranch, where he served as Chief Technology Officer developing systems to enable
bitcoin mining in West Texas powered by wind and solar energy, and was recognized as Forbes 30 Under 30 in energy. In 2022, he
served as a member of the management team of Power and Digital Infrastructure Acquisition Corporation (“XPDI”), the SPAC
that merged with Core Scientific (NASDAQ: CORZ) in 2022. Mr. Peltan is a fellow at the Abundance Institute, working on energy
policy. He is an active public speaker in energy, speaking at events such as the Oslo Freedom Forum, Rystad Energy Transition
Marathon, and ERCOT Market Summit; and
●
John Wu , 55, is the President of Ava Labs, an Andreessen Horowitz-backed blockchain technology company. Mr. Wu was the former Independent Director of Alussa I. Previously, he also served as the Chief Investment Officer of Thunder Bridge Acquisition, Ltd. and Thunder Bridge Acquisition II, Ltd., which merged with Repay Holdings (NASDAQ: RPAY), a payments technology company, and indie Semiconductor (NASDAQ: INDI), a pureplay automotive semiconductor company, respectively.
Information
regarding performance by our Management Team is presented for informational purposes only. Past performance of our Management Team is
not a guarantee of the consummation of a successful business combination or our ability to successfully identify and execute a transaction.
You should not rely on the historical record of members of our Management Team or their respective affiliates as indicative of future
performance of an investment in us or the returns we will, or are likely to, generate going forward.
Prior SPAC Experience
Mr. Barcelo
served as the Chief Executive Officer, President and Director of Alussa I, which completed a $288 million initial public offering
in 2019. Mr. Barcelo, along with several other members of our Management Team and Board, were involved in facilitating the initial
public offering of Alussa I. In 2021, Alussa I completed a business combination with T1 Energy (NYSE: TE), delivering
over $700 million in gross proceeds inclusive of a $600 million committed equity PIPE. T1 Energy is an energy solutions provider
building an integrated U.S. supply chain for solar and batteries. Other members of our Management Team and Board were involved in SPACs
that merged with Repay Holdings (NASDAQ: RPAY), indie Semiconductor (NASDAQ: INDI) and Core Scientific (NASDAQ: CORZ).
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Target Segments
We
believe that we are well positioned to leverage our Management Team’s experience to identify companies in the energy and power
infrastructure sector that have yet to reach their potential in an evolving environment, particularly those in the sub-sectors most correlated
with the continued transition towards renewable energy sources. Our team has decades of experience navigating public markets, scaling
businesses and improving operating performance and we believe we can leverage this experience to drive strategic and operational improvements
from the top down.
According
to the International Energy Agency (“IEA”), global investment in clean and traditional energy is set to exceed a combined
$3 trillion by 2030. Worldwide recovery from the COVID-19 pandemic and energy crisis thereafter provided significant support for global
clean energy investments, with a total $1.77 trillion invested across all clean energy sub-sectors in 2023 relative to $1.09 trillion
in traditional energy investment. In fact, the IEA estimates that total clean energy investment into power generation and end-use sub-sectors
has exceeded traditional energy supply investment each year since 2015.
Average
battery costs have fallen by more than 90% since 2010, making for one of the fastest cost declines ever witnessed in the clean energy
sector. Significant reductions in solar module price have paralleled this trend, with standard bifacial PERC prices falling to less than
$0.01 per watt by the beginning of September 2024. The continued deployment of these renewable energy storage and generation platforms
and the subsequent integration of intermittent systems into our grids have sparked a paradigm shift in power grid management, subsequently
diverting spending into key sub-sectors our team believes we are well equipped to identify and capitalize.
Demand
pressure on increasingly dated electrical grids and grid infrastructure has mobilized investment into distributed energy resources and
technologies but continues to lag behind load scenarios contributing to diminishing reserves, or capacity. Increasing reliance on data
center infrastructure and computing power and global population pressures have exacerbated grid instability, congestion, and lack thereof
predominantly in locations without access to large-scale, traditional frequency response technologies. The rate of inverter-based technology
deployment continues to increase renewable energy penetration, but inertial baseload capacity has been increasingly phased out and decommissioned
as a result. For these reasons Independent System Operators (“ISOs”) within the U.S. and grid operators worldwide have increasingly
relied on combustion technologies, commonly employed as “peakers,” to regulate grid stability. Battery Energy Storage Systems
(“BESS”) have also become vital to baseload grid stability, with 3.2 GW of BESS simultaneously discharging to serve a 5.1%
of load on the ERCOT grid on May 8, 2024.
We
believe the energy transition is still in its infancy and that the mentioned trends in clean energy supply and demand sub-sectors may
continue to create downstream opportunities across a host of subsectors, including power generation, energy efficiency and demand side
flexibility solutions, battery storage, nuclear power, grid technologies and infrastructure, material recovery and reuse, and others.
We also anticipate impacts to ancillary sub-sectors at the cross-section of energy and technology such as data centers, electric vehicles,
virtual power plants, carbon capture, intelligent grid technologies, and others.
Despite
strong trends in clean energy investment, approximately 80% of the world’s energy supply is still balanced by traditional fossil
fuels including natural gas, oil, and coal. Global investment in the fossil fuel sector rose on average by $122 billion year-on-year
since 2020, with clean energy supply investment trailing at an average of $113 billion over the same period according to Bloomberg New
Energy Finance (“BNEF”). Accordingly, we will also look for opportunities that employ traditional energy sources to bridge
the long-term transition to more renewable and sustainable sources — which could range from power plants to liquified
natural gas (“LNG”) adjacent opportunities.
We
believe that these factors along with corporate retrenchment, may influence large industry players to explore the consolidation or divestment
of non-core assets, and shift their focus on core markets instead. These activities should collectively result in a multitude of
potential investment opportunities for our vehicle in our strategic areas given that our core expertise is identifying the types of well-located but
undercapitalized, underutilized and/or mismanaged assets that often result from large corporate and industry reorganizations.
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Business Strategy
We
expect that the experience of the Management Team will provide us with a robust number of acquisition or investment opportunities. In
addition, we anticipate that target business candidates will be brought to our attention by various unaffiliated sources, which may include
but are not limited to investment market participants, private equity groups, investment banking firms, accounting firms, equity sponsors,
lending institutions, family offices, attorneys, brokers, energy sector consultants, public and private Oil and Gas companies, International
Oil Companies (“IOCs”), Governmental Licensing Authorities, and business enterprises seeking to rationalize their existing
portfolio. Members of our Management Team are expected to communicate with their network of relationships to articulate the parameters
for our search for a target company and a potential Business Combination and begin the process of pursuing and reviewing potential leads.
Key elements of our multi-pronged sourcing
process include:
● long-term relationships with leaders and companies operating
in our markets;
● direct relationships with leading private equity and venture
capital firms;
● deep entrenchment in advisor deal flow with established relationships
across our target sectors;
● clear strategy with a focused target universe; and
● active engagement in our target sectors.
Key areas
of our Management Team’s experience include:
● identifying, sourcing, structuring, acquiring, operating and
selling businesses;
● fostering relationships with sellers, capital providers and
target Management Teams;
● negotiating transactions favorable to our investors;
● executing transactions in multiple geographies and under varying
economic and financial market conditions;
● accessing the capital markets, including financing businesses
and helping companies transition to public ownership;
● building durable businesses and creating long-term shareholder
value through operations, capital allocation and governance;
● integrating businesses through mergers and acquisitions and
identifying and actualizing synergies;
● rationalizing operations to achieve profitability in all stages
of a company’s growth cycle;
● improving profitability by investing in technology solutions,
data analytics and vertical integration; and
● jumpstarting growth with strategic partnerships and cross-promotional opportunities.
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Our
efforts to seek a suitable business combination target will be complemented and augmented by the expertise and relationship networks
of our independent directors, who each have extensive experience in business and financial matters. Once we locate and acquire a business
combination target, we would strive to enhance their operational efficiency and strategic opportunities, while continuously guiding management
on how to effectively position their mission and vision to public market investors. We will leverage our Management Team’s significant
operational expertise, understanding of customer experience, individual relationships, and creativity to execute our strategy designed
to deliver value for our investors. This could include, but is not limited to, taking an active role in management and/or operations,
or otherwise repositioning an asset for long-term success or to capture emerging trends.
Value Proposition
Our
intent is to identify and complete our initial Business Combination with a company that complements the experience of those of our Management
Team and can benefit from our combination of skills in investing, financing, advising and operating. Key areas where we believe we can
create value include:
● Public Markets Expertise : Showing and educating management
on how to run a public company;
● Research : Researching and identifying value or high-growth opportunities
in the energy or energy transition sectors;
● International : Utilizing our team’s extensive
international experience to identify cross-border opportunities;
●
Management : Forming effective, disciplined, and nimble management teams;
● Corporate Governance : Implementing leading standards
of corporate governance across finance and operational divisions and sustainability initiatives;
● Strategy : Providing guidance and navigating market
dynamics to achieve sustainable success; and
● Investor Confidence : Bringing credibility, established
track records and strong investor networks to instill conviction from institutional investors.
Business Combination Criteria
Consistent
with our acquisition strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating
prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities. While we intend to
acquire companies that we believe exhibit one or more of the following characteristics, we may decide to enter into our initial Business
Combination with a target business that does not meet these criteria and guidelines. We intend to acquire companies that we believe have
the following characteristics:
● Thematic Investment : Renewable or traditional energy
sector opportunities that are aligned with the long-term focus on the energy transition;
● Developed Technology: Assets that have a developed
technology and product that has or will shortly be commercialized at appropriate scale;
● Cash Flow Generation : Existing profitability or near-term cash
flows to sustain ongoing operations;
● Strong Management : Strong existing management that
we can complement with our extensive experience and strong network; and
● Established Financial Controls : We will diligence our
target’s existing financial controls including cash flow analysis, capital allocation and other key areas of focus in order to
foster a smooth transition to the public arena.
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These
criteria are not intended to be exhaustive or exclusive. Any evaluation relating to the merits of a particular initial Business Combination
may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our Management
Team may deem relevant. Notwithstanding the foregoing, we may decide to enter into our initial Business Combination with a business combination
target that does not meet these criteria and guidelines. In the event that we decide to enter into our initial Business Combination with
a business combination target that does not meet the above criteria and guidelines, we will disclose that the business combination target
does not meet the above criteria in our shareholder communications related to our initial Business Combination, which would be in the
form of proxy solicitation materials or tender offer documents that we would file with the SEC.
Our Sponsor
Our
Sponsor is a Delaware limited liability company, which was formed to invest in our Company. Our Sponsor’s business is focused on
investing in our Company. Daniel Barcelo, one of our Directors, W. Richard Anderson, our Chairman of the Board, and Benjamin Atkins,
our Chief Financial Officer, are the managing members of our Sponsor and control the management of our Sponsor, including the exercise
of voting and investment discretion with respect to the Ordinary Shares of our Company held of record by the Sponsor as well as all the
Private Placement Warrants. Each managing member has one vote, and the approval of two of the three managing members is required to approve
an action of our Sponsor. Non-Managing Sponsor Investors will have no right to control the Sponsor or participate in any decision
regarding the disposal of any security held by the Sponsor, or otherwise.
Acquisition Process
In
evaluating a prospective business combination target, we expect to conduct a due diligence review which may encompass, among other things,
meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities,
as applicable, as well as a review of financial, operational, legal and other information about the prospective business combination
target and its industry which will be made available to us. If we determine to move forward with a particular business combination target,
we will proceed to structure and negotiate the terms of the business combination transaction.
The
time required to select and evaluate a business combination target and to structure and complete our initial Business Combination, and
the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect
to the identification and evaluation of, and negotiation with, a prospective business combination target with which our initial Business
Combination is not ultimately completed will result in our incurring losses and will reduce the funds available for us to use to complete
another business combination.
In
order to execute our business strategy, we intend to build a portfolio of prospects and evaluate through a process which includes, but
is not limited to, the following dimensions:
● Screening;
● Reservoir Evaluation;
● Economic Evaluation;
● Political Evaluation;
● Health, Safety & Environmental Evaluation;
● Due Diligence;
● Financial Structuring; and
● Sensitivity Analysis.
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After
the initial Business Combination, our Management Team intends to apply a rigorous approach to enhancing shareholder value, including evaluating
the experience and expertise of incumbent management and making changes where appropriate, examining opportunities for revenue enhancement,
cost savings, operating efficiencies and strategic acquisitions and divestitures and developing and implementing corporate strategies
and initiatives to improve profitability and long-term value. In doing so, our Management Team anticipates evaluating corporate governance,
opportunistically accessing capital markets and other opportunities to enhance liquidity, identifying acquisition and divestiture opportunities
and properly aligning Management and board incentives with growing shareholder value. Our Management Team intends to pursue post-merger initiatives
through participation on the Board of Directors, through direct involvement in and operational control of the company and/or calling upon
a stable of former managers and advisors when necessary.
Our
acquisition criteria, due diligence processes and value creation methods are not intended to be exhaustive. Any evaluation relating to
the merits of a particular initial Business Combination may be based, to the extent relevant, on these general guidelines as well as other
considerations, factors and criteria that our Management may deem relevant.
Initial Business Combination
NYSE
rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value
of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on
the Trust Account). Our Board of Directors will make the determination as to the fair market value of our initial Business Combination.
If our Board of Directors is not able to independently determine the fair market value of our initial Business Combination, we will obtain
an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect
to the satisfaction of such criteria. While we consider it likely that our Board of Directors will be able to make an independent determination
of the fair market value of our initial Business Combination, it may be unable to do so if it is less familiar or experienced with the
business of a particular target or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects.
Additionally, pursuant to the NYSE rules, any initial business combination must be approved by a majority of our independent directors.
We
anticipate structuring our initial Business Combination so that the post-transaction company in which our Public Shareholders own
shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our
initial Business Combination such that the post-transaction company owns or acquires less than 100% of such interests or assets
of the target business in order to meet certain objectives of the target Management Team or shareholders or for other reasons, but we
will only complete such Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting
securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register
as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company
owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the Business Combination may collectively
own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the Business Combination.
For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding
capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target.
However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial Business
Combination could own less than a majority of our issued and outstanding shares subsequent to our initial Business Combination. If less
than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company,
the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net
assets test described above. If the Business Combination involves more than one target business, the 80% of net assets test will be based
on the aggregate value of all of the target businesses.
We
are not prohibited from pursuing an initial Business Combination with a company that is affiliated with our Sponsor, officers or directors,
Non-Managing Sponsor Investors, or completing the Business Combination through a joint venture or other form of shared ownership
with our Sponsor, officers or directors or Non-Managing Sponsor Investors. A Business Combination with a company that is affiliated
with a Non-Managing Sponsor Investor will not be considered a transaction with an affiliate (as defined in our Amended and Restated
Charter).
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In
the event we seek to complete our initial Business Combination with a company that is affiliated (as defined in our Amended and Restated
Charter) with our Sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent
investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be
paid by us in such an initial Business Combination is fair to our company from a financial point of view. We are not required to obtain
such an opinion in any other context.
Members
of our Management Team and our independent directors will directly or indirectly own Founder Shares and/or Private Placement Warrants
after the Initial Public Offering and, accordingly, may have a conflict of interest in determining whether a particular target business
is an appropriate business with which to effectuate our initial Business Combination. Further, each of our officers and directors may
have a conflict of interest with respect to evaluating a particular Business Combination if the retention or resignation of any such
officers and directors was included by a target business as a condition to any agreement with respect to our initial Business Combination.
Each
of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations
or duties to one or more other entities pursuant to which such officer or director is or will be required to present a Business Combination
opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a Business Combination opportunity that
is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary
or contractual obligations to present such Business Combination opportunity to such other entity, subject to their fiduciary duties under
Cayman Islands law. Our Amended and Restated Charter provides that, to the fullest extent permitted by law: (i) no individual serving
as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain
from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any
interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be
a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach
an existing legal obligation of a director or officer to any other entity. As a result, the fiduciary duties or contractual obligations
of our officers or directors could materially affect our ability to complete our initial Business Combination.
In
addition, our Sponsor and our officers and directors may sponsor or form other SPACs similar to ours or may pursue other business or
investment ventures during the period in which we are seeking an initial Business Combination. As a result, our Sponsor, officers and
directors could have conflicts of interest in determining whether to present Business Combination opportunities to us or to any other
SPACs with which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest
in pursuing an initial Business Combination target. However, we do not believe that any such potential conflicts would materially affect
our ability to complete our initial Business Combination.
Status as a Public Company
We
believe our structure makes us an attractive Business Combination partner to target businesses. As an existing public company, we offer
a target business an alternative to the traditional initial public offering through a merger or other Business Combination with us. In
a Business Combination transaction with us, the owners of the target business may, for example, exchange their shares of stock or shares
in the target business for our Class A Ordinary Shares (or shares of a new holding company) or for a combination of our Class A Ordinary
Shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses will find
this method a more expeditious and cost-effective method to becoming a public company than the typical initial public offering. The typical
initial public offering process takes a significantly longer period of time than the typical Business Combination transaction process,
and there are significant expenses and market and other uncertainties in the initial public offering process, including underwriting
discounts and commissions, marketing and road show efforts that may not be present to the same extent in connection with a Business Combination
with us.
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Furthermore,
once a proposed initial Business Combination is completed, the target business will have effectively become public, whereas an initial
public offering is always subject to the underwriter’s ability to complete the offering, as well as general market conditions,
which could delay or prevent the offering from occurring or could have negative valuation consequences. Following an initial Business
Combination, we believe the target business would then have greater access to capital, an additional means of providing management incentives
consistent with shareholders’ interests and the ability to use its shares as currency for acquisitions. Being a public company
can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented
employees.
While
we believe that our structure and our Management Team’s backgrounds make us an attractive business partner, some potential target
businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek shareholder
approval of any proposed initial Business Combination, negatively.
Financial Position
With
funds available for a Business Combination, as of December 31, 2025, in the amount of approximately $271,690,875 (not including amounts
held outside of the Trust Account for working capital), after payment of the deferred underwriting fees of $8,625,000 and deferred advisory
fees of $8,625,000, we offer a target business a variety of options, such as creating a liquidity event for its owners, providing capital
for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are
able to complete our initial Business Combination using our cash, debt or equity securities, or a combination of the foregoing, we have
the flexibility to use the most efficient combination that we believe will allow us to tailor the consideration to be paid to the target
business to fit its needs and desires. However, we have not taken any steps to secure third party financing and there can be no assurance
it will be available to us.
Competition
In
identifying, evaluating and selecting a target business for our initial Business Combination, we may encounter competition from other
entities having a business objective similar to ours, including other SPACs, private equity groups and leveraged buyout funds, public
companies and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience
identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess similar or
greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our
available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore,
our obligation to pay cash in connection with our Public Shareholders who exercise their redemption rights may reduce the resources available
to us for our initial Business Combination and our issued and outstanding Warrants, and the future dilution they potentially represent,
may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully
negotiating an initial Business Combination.
Employees
We
currently have two officers: Messrs. Slorer and Atkins. These individuals are not obligated to devote any specific number of hours
to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial
Business Combination. The amount of time they will devote in any time period will vary based on whether a target business has been selected
for our initial Business Combination and the stage of the business combination process we are in. We do not intend to have any full-time employees
prior to the completion of our initial Business Combination.
Available Information
We maintain an internet
website at www.alussaenergy.com/copy-of-alussa-energy-acquisition-corp. Our internet website and the information contained in, or linked
from, that website are not incorporated by reference into this Annual Report on Form 10-K.
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