Alussa Energy Acquisition Corp. II 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of the end of the fiscal year ended December 31, 2025. We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Management’s Annual Report on Internal Control over Financial Reporting This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to the transition period established by the rules of the SEC for newly public companies and our status as an emerging growth company. Changes in Internal Control Over Financial Reporting There was no change in our internal control over financial reporting that occurred during the fiscal year of 2025 covered by this Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION During the three months ended December 31, 2025, none of our directors or officers adopted , modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408(a) of Regulation S-K. ITEM 9C. DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None. 65 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Directors and Executive Officers Our current directors and executive officers are as follows: Name Age Position W. Richard Anderson 72 Chairman of the Board Ole Slorer 61 Chief Executive Officer and Director Benjamin W. Atkins 39 Chief Financial Officer Daniel Barcelo 56 Director Chi Chow 59 Independent Director Maurice Dijols 67 Independent Director Philippe Lanier 48 Independent Director Peter Matrai 53 Independent Director Jesse Peltan 29 Independent Director John Wu 55 Independent Director W. Richard Anderson , has acted as our Chairman since January 16, 2025 and one of our Directors since August 16, 2024. Since 2015, Mr. Anderson has been Chief Executive Officer of Coastline Exploration Limited (formerly, SOMA Oil and Gas Limited), with exploration license interests in deep water, offshore 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. Mr. Anderson has over 40 years of experience in the financial aspects of energy-related companies, and started his career in audit with PricewaterhouseCoopers, followed by 16 years as a managing and tax partner of Hein & Associates LLP, focused on mergers and acquisitions, cross-border transactions and numerous initial and secondary public offerings. From December 1998 to August 2007, he was President and Chief Executive Officer of Prime Natural Resources, Inc., an independent Oil and Gas exploration and production company active in the United States, South America and Kurdistan. From 2008 to 2015 he was Chief Financial Officer of Eurasia Drilling Company Ltd (LSE:EDCL), a large Oil and Gas drilling company in Russia. Mr. Anderson led the company in various executive and director capacities from its initial public offering in 2007 to a privatization in 2015. For the past 25 years, Mr. Anderson has also been a Director of various public companies in the energy, exploration and resource extraction industries, assisting companies with initial public offerings and debt issuances, sourcing of other third-party financing, reorganizations, trade sales, pay outs of special dividends, issuing special awards to Management Teams and conducting internal investigations with the assistance of outside counsel and forensic accountants. His involvement has frequently been on audit committees and as Chairman of audit committees. From April 2014 to April 2019, he served as a Director and Chairman of the Compensation Committee of Gulf Marine Services (LON: GMS); from August 2008 to January 2015, as a Director of Eurasia Drilling Company Limited and member of the Audit Committee (LON: EDCL); and from December 2013 to the present as a Director of Coastline Exploration Limited. Mr. Anderson’s professional qualifications include membership in the AICPA, Texas Society of Certified Public Accountants, Houston Chapter of Texas Society of CPAs and the Society of Exploration Geophysicists. Mr. Anderson graduated from the University of Colorado, magna cum laude, in 1978 and then obtained a masters in taxation from the University of Denver in 1985. Mr. Anderson is well qualified to serve as a Director due to his extensive operational, public company director and finance experience in the energy, exploration and resource extraction industries. Ole Slorer , 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. 66 Benjamin W. Atkins , our Chief Financial Officer since January 16, 2025, 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 is a director of the Company. Mr. Barcelo has over 30 years of experience in international energy finance and emerging markets and is currently the Chairman of the Board and the Chief Executive Officer for T1 Energy. Mr. Barcelo brings experience encompassing executive management, portfolio management, capital markets, corporate restructuring, valuation, deal origination and structuring. Prior to founding Alussa Energy in 2019, he was a Director of Research and Portfolio Manager at Moore Capital Management from 2008 to 2011 and an equity research analyst with Lehman Brothers from 1998 to 2004, Bank of America from 2004 to 2008, and Managing Director and Head of Oil and Gas at Renaissance Capital in Moscow, Russia from 2011 to 2012. His corporate experience includes small capitalization start-ups and restructuring in E&P in complicated geo-markets, including executive roles as Chief Financial Officer of Ruspetro plc in Russia from 2012 to 2014, Head of Corporate Finance of Lekoil Limited in Nigeria from 2015 to 2016 and co-founder, Director and Chief Financial Officer of Invicti Terra Argentina Limited in Argentina from 2017 to 2019. He is a graduate of Syracuse University with a Bachelor of Science in Finance and is also a CFA charterholder. Chi Chow is an independent director of the Company. Mr. Chow has over 24 years of capital markets, equity research and corporate finance experience. Mr. Chow was a top-ranked equity research analyst covering the refining and logistics industry for Tudor, Pickering, Holt & Co., Macquarie Capital, Merrill Lynch and Petrie Parkman & Co. In 2007, he was recognized as the #1 ranked Stock Picker by Forbes across all industries and #1 Oil and Gas analyst by the Wall Street Journal. Mr. Chow also has prior experience in investment banking at Houlihan Lokey Howard & Zukin and energy corporate finance and strategy at Andeavor and ARCO. He holds an MBA from the University of Michigan and a Bachelor of Science degree in Civil Engineering from the University of Texas. Mr. Chow is well qualified to serve as a Director due to his extensive operational, investment and corporate finance experience. Maurice Dijols is an independent director of the Company. He has been with Schlumberger (NYSE:SLB) for 34 years, most recently serving as the President of Russia Operations from 2003 to 2011. As President of North Central Europe & the Commonwealth of Independent States (“CIS”) of Schlumberger Sema from 2001 to 2003, he provided strategic direction for Schlumberger’s business operations in France, Switzerland, Belgium, UK, Ireland, Germany, Netherlands, Scandinavia, Eastern Europe and the CIS. 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. Prior to this, he held senior executive positions with Schlumberger Oilfield Services, including President of Wireline & Testing, Personnel Director for Oilfield Services, and President of Wireline & Testing Operations in North America. From June 2015, he has been the Chairman of The Supervisory Board at Petro Welt Technologies AG (C.A.T. Oil AG). Mr. Dijols’s previous non-executive Director positions 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. He is a graduate of the Ecole d’Ingenieurs de Marseille and the Ecole Superieure d’Electricite de Paris. Mr. Dijols is well qualified to serve as a Director due to his extensive operational and executive experience in the energy and resource extraction industries. Philippe Lanier is an independent director of the Company. Mr. Lanier is a Principal at EastBanc and is responsible for overseeing all company activities. Prior to EastBanc, he spent seven years as an Equity Research Analyst at Lehman Brothers and Bank of America Securities and worked as an Acquisitions Manager at the European Office of Prudential Real Estate Investors (PREI). Philippe has done intermittent work with EastBanc since 1998. Mr. Lanier is well qualified to serve as a Director due to his extensive operational and investment experience. 67 Peter Matrai is an independent director of the Company. Mr. Matrai has acted a member of T1 Energy Legacy’s Board of Directors since 2019. Prior to and concurrently with joining T1 Energy Legacy, he served as Co-Founder and Managing Partner at EDGE Global LLC. Prior to EDGE Global LLC, Mr. Matrai was Senior Advisor at SYSTEMIQ Ltd. and Chief Financial Officer at Joule Unlimited. He has also served on the Board of Directors of the not-for-profit HTTP Foundation. Mr. Matrai holds a B.S. in Economics and M.Sc. in Finance from Budapest University of Economics, an M.Sc. in Financial Services and Banking Techniques from Université Panthéon-Assas, and an M.B.A. from the University of Chicago Booth School of Business. Mr. Matrai is well qualified to serve as a Director due to his extensive operational and executive experience in the energy industries. Jesse Peltan is an independent director of the Company. Mr. Peltan is a repeat founder in industrial decarbonization and clean energy. He has spent his professional career researching, developing, and implementing innovative solutions to decarbonize energy intensive industries. Mr. Peltan co-founded HODL Ranch in 2018, where he served as CTO, developing systems to enable bitcoin mining in West Texas powered by wind and solar energy. In 2021, he 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. Mr. Peltan is well qualified to serve as a Director due to his extensive experience in energy sectors, investment and blank check company experience. John Wu is an independent director of the Company. Mr. Wu is a seasoned entrepreneur and alternative investment executive with over twenty years of experience investing in technology, media, telecom, and FinTech companies. He has a track record in long/short equity investing in developed and emerging markets. In addition, he has experience investing in macro assets as well as structuring derivative products and developing risk management tools. From 2018 to 2019 he was an officer of Thunder Bridge Acquisition, Ltd. (NASDAQ: TBRG), a blank check company which in July 2019 consummated its initial business combination with Hawk Parent Holdings, LLC, or Repay, an omnichannel payments technology provider, following which Thunder Bridge changed its name to Repay Holdings Corporation. Mr. Wu was also an officer of Thunder Bridge Acquisition II, Ltd., which merged with indie Semiconductor (NASDAQ: INDI). From 2018 to 2019, Mr. Wu served as the Chief Executive Officer of the Digital Assets Group of SharesPost, overseeing its expansion into digital securities and building an ecosystem around its technology and compliance platform. SharesPost provides global liquidity for private growth company securities, allowing issuers and investors to use its existing Alternative Trading System to invest and trade in aftermarket digital securities in compliance with U.S. laws and regulations. Mr. Wu also serves as the Chief Executive Officer and Portfolio Manager of SEGO, LLC, a family office investment firm, since 2014. Previously, Mr. Wu was Managing Partner and Founder of Sureview Capital, a global multisector long-short equity hedge fund, from 2010 to 2014. While at Sureview Capital, he secured a strategic investment from The Blackstone Group and raised approximately $400 million in AUM from global institutions. Immediately prior to forming Sureview, Mr. Wu was at Kingdon Capital, a long-short hedge fund, from 2004 to 2010. At Kingdon, he was a Portfolio Manager, responsible for investing in a cross-section of industries within technology, media, telecom, consumer discretionary, business services, and FinTech. Mr. Wu was a Portfolio Manager of Weiss Multi-Strategy Advisers LLC, an asset management firm, from 2015 to 2017. Mr. Wu started his hedge fund career at Tiger Management as a macro analyst and trader. He received an M.B.A. from Harvard Business School and a B.S. in Economics from Cornell University. Mr. Wu is well qualified to serve as a Director due to his extensive operational, investment and blank check company experience. Involvement in Certain Legal Proceedings There are no material proceedings to which any director or executive officer, or any associate of any such director or officer is a party adverse to our Company, or has a material interest adverse to our Company. 68 Number and Terms of Office of Officers and Directors Our Board of Directors consists of nine members. Holders of our Founder Shares have the right to appoint all of our directors prior to consummation of our initial Business Combination and holders of our Public Shares will not have the right to vote on the appointment of directors during such time. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of our initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter. Each of our directors serve without term limits. Subject to any other special rights applicable to the shareholders, any vacancies on our Board of Directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board or by a majority of the holders of our Founder Shares. Our officers are elected by the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms of office. Our Board of Directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association provide that our officers may consist of a Chairman, Chief Executive Officer, President, Chief Financial Officer, Vice Presidents, Secretary, Assistant Secretaries, Treasurer and such other offices as may be determined by the Board of Directors. Collectively, through their positions described above, our officers and directors have extensive experience in public companies and in the energy industry. These individuals play a key role in identifying and evaluating prospective acquisition candidates, selecting the target businesses, and structuring, negotiating and consummating the acquisition. Director Independence The Board has established director independence standards, which are included in our Corporate Governance Guidelines, that are consistent with applicable NYSE listing standards. The NYSE listing standards generally define an “independent director” as a person who the Board affirmatively determines has no material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company), and require that a majority of a Board of Directors be independent. The Board has determined that Messrs. Chow, Dijols, Lanier, Matrai, Peltan and Wu are “independent directors,” as defined in the NYSE listing standards. Independent directors meet in executive sessions without non-independent directors or management present from time to time, as determined by the independent directors, but no less than one time per year. Such meetings are typically held following regularly scheduled meetings or at such other times as requested by an independent director. Committees of the Board of Directors Our Board of Directors has three standing committees – an audit committee in compliance with Section 3(a)(58)(A) of the Exchange Act, a compensation committee and a nominating committee, each comprised of independent directors. Subject to phase-in rules, the rules of the NYSE and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Each committee will operate under a charter that is approved by our board and has the composition and responsibilities described below. Audit Committee Messrs. Chow, Matrai and Wu serve as the members of our audit committee. Under the NYSE listing standards and applicable SEC rules, we are required to have three members of the audit committee, all of whom must be independent. Messrs. Chow, Matrai and Wu are each independent. Mr. Chow serves as the chairman of the audit committee. Each member of the audit committee is financially literate and our Board of Directors has determined that Mr. Chow qualifies as an “audit committee financial expert” as defined in applicable SEC rules. 69 We adopted an audit committee charter, which details the principal functions of the audit committee, including: ● assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us; ● pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm have with us in order to evaluate their continued independence; ● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; ● meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and ● reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. Compensation Committee The members of our compensation committee are Messrs. Chow and Lanier. Mr. Chow serves as chair of the compensation committee. Under the NYSE listing standards and applicable SEC rules, we are required to have a compensation committee of at least two members, all of whom must be independent. Messrs. Chow and Lanier are each independent. We adopted a compensation committee charter, which details the principal functions of the compensation committee, including: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer’s based on such evaluation; ● reviewing and making recommendations to our Board of Directors with respect to the compensation, and any incentive compensation and equity-based plans that are subject to board approval of all of our other officers; ● reviewing our executive compensation policies and plans; ● implementing and administering our incentive compensation equity-based remuneration plans; ● assisting management in complying with our proxy statement and annual report disclosure requirements; 70 ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; ● producing a report on executive compensation to be included in our annual proxy statement; and ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the NYSE and the SEC. Nominating and Corporate Governance Committee The members of our nominating and corporate governance committee are Messrs. Lanier and Wu. Mr. Lanier serves as chair of the nominating and corporate governance committee. We adopted a nominating and corporate governance committee charter, which details the principal functions of the nominating and corporate governance committee, including: ● identifying, screening and reviewing individuals qualified to serve as directors and recommending to the Board of Directors candidates for nomination for election at the annual meeting of shareholders or to fill vacancies on the Board of Directors; ● developing and recommending to the Board of Directors and overseeing implementation of our corporate governance guidelines; ● coordinating and overseeing the annual self-evaluation of the Board of Directors, its committees, individual directors and management in the governance of the company; and ● reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. The nominating and corporate governance committee is governed by a charter that complies with the rules of the NYSE. Director Nominations Our nominating and corporate governance committee recommends to the Board of Directors candidates for nomination for election at the annual meeting of the shareholders. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our Board of Directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Clawback Policy We have adopted a compensation recovery policy that is compliant with the NYSE listing rules as required by the Dodd-Frank Act. 71 Code of Ethics We have adopted a Code of Ethics applicable to our directors, officers and employees. We have posted a copy of our Code of Ethics, as well as the charters of the committees of our Board of Directors and our Corporate Governance Guidelines, on our website at [www.alussaenergy.com/copy-of-alussa-energy-acquisition-corp]. If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or the NYSE rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into this Form 10-K or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only. Conflicts of Interest Under Cayman Islands law, directors and officers owe the following fiduciary duties: ● duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; ● duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; ● duty to not improperly fetter the exercise of future discretion; ● duty to exercise authority for the purpose for which it is conferred and a duty to exercise powers fairly as between different sections of shareholders; ● duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and ● duty to exercise independent judgment. In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge, skill and experience of that director. As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position at the expense of the company. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the memorandum and articles of association or alternatively by shareholder approval at general meetings. 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 which 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 memorandum and articles of association provide 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 unless such opportunity is expressly offered to such director or officer in their capacity as a director or officer of the company and the opportunity is one the company is legally and contractually permitted to undertake and would otherwise be reasonable for the company to pursue or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. Because the other entities to which our executive officers and directors owe fiduciary duties or contractual obligations are not themselves in the business of engaging in business combinations, we do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial Business Combination. 72 Below is a table summarizing the entities to which our officers and directors currently have fiduciary duties or contractual obligations: Individual Entity Entity’s Business Affiliation W. Richard Anderson Coastline Exploration Limited Oil and Gas Chief Executive Officer and Director T1 Energy Inc. Energy Director Ole Slorer Moreld AS Oil and Gas Director Benjamin W. Atkins Actus Logistics LLC Logistics Advisor Rugen Street Capital LLC Investment Co-Founder and Partner Alussa Energy LLC Investment/Energy Advisor Daniel Barcelo T1 Energy Inc. Energy Chairman of the Board and Chief Executive Officer Alussa Energy LLC Investment/Energy Founder Chi Chow Claire Technologies Energy Chief Commercial Officer Maurice Dijols Petro Welt Technologies AG Oil-field Services Chairman Philippe Lanier EastBanc Inc. Real Estate Principal Peter Matrai T1 Energy Inc. Energy Co-Founder and Director EDGE Global LLC Investment Co-Founder and Managing Partner HTTP Foundation Not-for-Profit Director John Wu SEGO, LLC Family Office Chief Executive Officer and Portfolio Manager In addition, our Sponsor and our officers and directors may Sponsor or form other special purpose acquisition companies 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 special purpose acquisition company 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, because the other entities to which our executive officers and directors owe fiduciary duties or contractual obligations are not themselves in the business of engaging in business combinations, we do not believe that any such potential conflicts would materially affect our ability to complete our initial Business Combination. Potential investors should also be aware of the following other potential conflicts of interest: ● Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial Business Combination. Each of our officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs. 73 ● Our Initial Shareholders purchased Founder Shares prior to the date of this Initial Public Offering and purchased Private Placement Warrants in a transaction that closed simultaneously with the closing of the Initial Public Offering. Our Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of our initial Business Combination. Additionally, our Sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if we fail to complete our initial Business Combination within the prescribed time frame, although they will be entitled to liquidating distributions from assets outside the Trust Account. If we do not complete our initial Business Combination within the prescribed time frame, the Private Placement Warrants will expire worthless. Furthermore, our Sponsor, officers and directors have agreed not to transfer, assign or sell any of their Founder Shares and any Class A Ordinary Shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of our initial Business Combination or (ii) the date on which we complete a liquidation, merger, share exchange or other similar transaction after our initial Business Combination that results in all of our shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of our Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share combinations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial Business Combination, the Founder Shares will be released from the lockup. The Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) will not be transferable until 30 days following the completion of our initial Business Combination. Because each of our officers and director nominees owns Ordinary Shares or Warrants directly or indirectly, they 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. ● Sponsor and members of our Management Team directly or indirectly own our securities, and accordingly, they 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. Sponsor and entities affiliated with our Management Team have invested in us an aggregate of $2,525,000, comprised of the $25,000 purchase price for the Founder Shares (or approximately $0.003 per share) and the $2,500,000 purchase price for the Private Placement Warrants (or $1.00 per Warrant), which may be exercised on a cashless basis. Accordingly, our Management Team, which owns interests in Sponsor, may be more willing to pursue a business combination with a riskier or less-established target business than would be the case if Sponsor had paid the same per share price for the Founder Shares as our Public Shareholders paid for their Public Shares and if Sponsor were required to pay cash to exercise the Private Placement Warrants. ● Certain members of our Management Team may receive compensation upon consummation of our initial Business Combination, and accordingly, they 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 as such compensation will not be received unless we consummate such business combination. ● 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. ● In the event our Sponsor or members of our Management Team provide loans to us to finance transaction costs and/or incur expenses on our behalf in connection with an initial Business Combination, such persons 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 as such loans may not be repaid and/or such expenses may not be reimbursed unless we consummate such business combination. ● Similarly, if we agree to pay our Sponsor, officers or directors, or our or their affiliates, a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial Business Combination, such persons 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 as any such fee may not be paid unless we consummate such business combination. 74 ● 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; accordingly, such affiliated person(s) 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 as such affiliated person(s) would have interests different from our Public Shareholders and would likely not receive any financial benefit unless we consummated such business combination. 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 memorandum and articles of association). In the event we seek to complete our initial Business Combination with a company that is affiliated (as defined in our amended and restated memorandum and articles of association) 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. Prior to or in connection with the completion of our initial Business Combination, there may be payment by the company to our Sponsor, officers or directors, or our or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial business, which, if made prior to the completion of our initial Business Combination, will be paid from funds held outside the Trust Account. We cannot assure you that any of the above-mentioned conflicts will be resolved in our favor. In the event that we submit our initial Business Combination to our Public Shareholders for a vote, our Sponsor, officers and directors have agreed to vote their Founder Shares, and they and the other members of our Management Team have agreed to vote their Founder Shares and any shares purchased during or after the Initial Public Offering in favor of our initial Business Combination (except that any Public Shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination transaction). ITEM 11. EXECUTIVE COMPENSATION None of our executive officers or directors have received any cash compensation for services rendered to us as of the date of this Report. Each of our executive officers and directors (including independent directors) received for their services as an officer and/or a director, as applicable, an indirect interest in 50,000 Founder Shares through membership interests in our Sponsor. Our Audit Committee reviews on a quarterly basis all payments that were made to our Sponsor, executive officers or directors, or our or their affiliates. Any such payments prior to an initial Business Combination are made from funds held outside the Trust Account. Other than quarterly Audit Committee review of such reimbursements, we do not have any additional controls in place governing our reimbursement or payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial Business Combination. We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our Sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial Business Combination, including the following payments, all of which, if made prior to the completion of our initial Business Combination, have been and will continue to be paid from funds held outside the Trust Account: ● Repayment of up to an aggregate of $300,000 in loans made to us by our Sponsor to cover offering-related and organizational expenses pursuant to the Note. As of December 31, 2025, borrowings under the Note are no longer available and the Note was paid in full on January 12, 2026. 75 ● Reimbursement for office space, utilities and secretarial and administrative support made available to us by an affiliate of our Sponsor, in an amount equal to $5,000 per month through the earlier of consummation of the initial Business Combination and our liquidation, pursuant to the Administrative Support Agreement; ● Payment of consulting, success or finder fees to our independent directors or Advisor or their respective affiliates in connection with the consummation of our initial Business Combination; ● We may engage our Sponsor or an affiliate of our Sponsor as an advisor or otherwise in connection with our initial Business Combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions; ● Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial Business Combination; and ● Repayment of Working Capital Loans that may be made by our Sponsor or an affiliate of our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial Business Combination. Up to $1,500,000 of such Working Capital Loans may be convertible into Warrants of the post-Business Combination entity at a price of $1.00 per Warrant at the option of the Sponsor. Such Warrants would be identical to the Private Placement Warrants. After the completion of our initial Business Combination, directors or members of our Management Team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed Business Combination. We have not established any limit on the amount of such fees that may be paid by the combined company to the members of our Management Team. The amount of such compensation may not be known at the time of the proposed Business Combination, because the directors of the post-Business Combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the Board of Directors for determination, either by the Compensation Committee, which consists solely of independent directors, or by a majority of the independent directors on our Board of Directors. We do not intend to take any action to ensure that members of our Management Team maintain their positions with the post-Business Combination company after the consummation of our initial Business Combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with the post-Business Combination company after our initial Business Combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our Management’s motivation in identifying or selecting a target business, but we do not believe that the ability of our Management to remain with the post-Business Combination company after the consummation of our initial Business Combination will be a determining factor in our decision to proceed with any potential Business Combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment. Compensation Committee Interlocks and Insider Participation No member of our Compensation Committee is, or during 2025 served as, an officer or employee of the Company. During 2025, no member of our Compensation Committee had a relationship that must be described under the SEC rules relating to disclosure of related persons transactions. In 2025, none of our executive officers served on the board of directors or compensation committee of any entity that had one or more of its executive officers serving on the Board or our Compensation Committee. 76 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of March 20, 2026 based on information obtained from the persons named below, with respect to the beneficial ownership of Ordinary Shares, by: ● each person known by us to be the beneficial owner of more than 5% of our outstanding Ordinary Shares; ● each of our executive officers and directors that beneficially owns our Ordinary Shares; and ● all our executive officers and directors as a group. In the table below, percentage ownership is based on 35,937,500 shares of our Ordinary Shares, consisting of (i) 28,750,000 Class A Ordinary Shares and (ii) 7,187,500 Class B Ordinary Shares, issued and outstanding as of March 20, 2026. On all matters to be voted upon, except for (x) the appointment and removal of directors of the Board and (y) continuing our Company in a jurisdiction outside the Cayman Islands, holders of the Class A Ordinary Shares and Class B Ordinary Shares vote together as a single class, unless otherwise required by applicable law. Only holders of Class B Ordinary Shares have the right to vote on the appointment and removal of directors prior to the completion of our initial Business Combination and on a vote to continue our Company in a jurisdiction outside of the Cayman Islands. Currently, all of the Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one-for-one basis. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the Private Placement Warrants as such Private Placement Warrants are not exercisable within 60 days of the date of this Report. Class A Ordinary Shares Class B Ordinary Shares Approximate Percentage of Name and Address of Beneficial Owner (1) Number of Shares Beneficially Owned Approximate Percentage of Class Number of Shares Beneficially Owned Approximate Percentage of Class Total Outstanding Ordinary Shares Alussa Energy Sponsor II LLC (2)(3) - - 7,187,500 100 % 100 % Daniel Barcelo (3) - - - - - W. Richard Anderson (3) - - - - - Ole Slorer - - - - - Benjamin W. Atkins (3) - - - - - Chi Chow - - - - - Maurice Dijols - - - - - Philippe Lanier - - - - - Peter Matrai - - - - - Jesse Peltan - - - - - John Wu - - - - - All officers, directors and director nominees as a group (10 persons) - - 7,187,500 100 % 100 % Other 5% Shareholders Hudson Bay Capital Management LP (4) 1,483,278 5.16 % - - - (1) Unless otherwise noted, the business address of each of the following is 1001 S Capital of Texas Hwy, Building L, Suite 250, Austin, Texas 78746, United States of America, +1(512) 904 0200. 77 (2) Interests shown consist solely of Founder Shares, classified as Class B Ordinary Shares. Such shares will automatically convert into Class A Ordinary Shares upon the consummation of our initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment. (3) Alussa Energy Sponsor II LLC, our Sponsor, is the record holder of such shares. Daniel Barcelo, W. Richard Anderson and Benjamin Atkins 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 held of record by the Sponsor. 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 have no right to control the Sponsor or participate in any decision regarding the disposal of any security held by the Sponsor, or otherwise. Under the so-called “rule of three,” if voting and dispositive decisions regarding an entity’s securities are made by three or more individuals, and voting or dispositive decisions require the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity’s securities. Based on the foregoing, no individual managing member of Alussa Energy Sponsor II LLC exercises voting or dispositive control over any of the securities held by Alussa Energy Sponsor II LLC, even those in which he holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such securities. Daniel Barcelo, W. Richard Anderson and Benjamin Atkins, directly or through their affiliates and controlled entities, own direct and indirect interests in the membership interests of our Sponsor, which includes an indirect interest in 866,250, 1,501,250 and 1,046,250 Founder Shares, respectively, and 825,000, 625,000 and 625,000 Private Placement Warrants, respectively, in each case, assuming no exercise of the underwriter’s overallotment option. All of our officers and directors are members of our Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. (4) The reported position is according to a Schedule 13G filed with the SEC on February 10, 2026 by (i) Hudson Bay Capital Management LP, a Delaware limited partnership (the “Investment Manager”) and (ii) Sander Gerber, a citizen of the United States (“Mr. Gerber,” and together with the Investment Manager, the “Hudson Bay Parties”). The Investment Manager serves as the investment manager to HB Strategies LLC, in whose name the Public Shares reported therein are held. Mr. Gerber serves as the managing member of Hudson Bay Capital GP LLC, which is the general partner of the Investment Manager. The principal business address of each of the Hudson Bay Parties is 290 Harbor Dr., Stamford, CT 06902. Securities Authorized for Issuance under Equity Compensation Plans None. Changes in Control None. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE On September 6, 2024, an entity wholly 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 exchange for 7,187,500 Class B Ordinary Shares. On October 15, 2024, all 7,187,500 Class B Ordinary Shares (“Founder Shares”) were transferred by such entity to our Sponsor for no additional consideration to us. The number of Founder Shares outstanding was determined based on the expectation that the total size of the Initial Public Offering would be a maximum of 28,750,000 units if the underwriter’s Over-Allotment Option was exercised in full, and therefore that such Founder Shares would represent 20% of our issued and outstanding Ordinary Shares after the Initial Public Offering. Up to 937,500 of the Founder Shares were to be surrendered for no consideration depending on the extent to which the underwriter’s Over-Allotment Option was exercised. On November 14, 2025, the Over-Allotment Option was exercised in full and such Founder Shares are no longer subject to forfeiture. 78 Our Sponsor purchased an aggregate of 2,500,000 Private Placement Warrants, each exercisable to purchase one Class A Ordinary Share at $11.50 per share, at a price of $1.00 per Warrant, or $2,500,000 in the aggregate, in a private placement that closed simultaneously with the Initial Public Offering. The Private Placement Warrants are identical to the Public Warrants except that, so long as they are held by our Sponsor or its permitted transferees, the Private Placement Warrants (i) may not (including the Class A Ordinary Shares issuable upon exercise of these Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination and (ii) will be entitled to registration rights. If we do not complete our initial Business Combination within the Combination Period, the Private Placement Warrants will expire worthless and the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). The Private Placement Warrants (and underlying securities) are identical to the Public Warrants sold in the Initial Public Offering. Prior to or in connection with the completion of our initial Business Combination, there may be payment by the Company to Sponsor, officers or directors, or our or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial Business Combination, which, if made prior to the completion of our initial Business Combination, will be paid from funds held outside the Trust Account. The Company has agreed to reimburse an affiliate of our Sponsor in an amount equal to $5,000 per month for office space, utilities and secretarial and administrative support made available to us. Upon completion of our initial Business Combination or our liquidation, we will cease paying these monthly fees. On October 15, 2024, the Company and the Sponsor agreed to loan us funds in an aggregate amount of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. This loan was non-interest bearing, unsecured and became due on November 12, 2025 (the closing of the Initial Public Offering). On January 12, 2026, the Note was paid in full and borrowings under the Note are no longer available. In addition, in order to finance transaction costs in connection with its initial Business Combination, our Sponsor may, but is not obligated to, loan us Working Capital Loans as may be required on a non-interest basis. If the Company completes its initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. If the Sponsor makes any Working Capital Loans, up to $1,500,000 of such loans may be convertible into Warrants of the post-business combination entity at a price of $1.00 per Warrant at the option of the Sponsor. The Warrants and their underlying securities would be identical to the Private Placement Warrants. As of December 31, 2025, the Company had no outstanding borrowings under Working Capital Loans. Our Sponsor, executive officers and directors, or any of their respective affiliates, are reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. Any such payments prior to an initial Business Combination, including any of the foregoing payments to our Sponsor, repayments of loans from our Sponsor or repayments of Working Capital Loans, have been and will continue to be made using funds held outside the Trust Account. After our initial Business Combination, members of our Management Team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation. 79 The holders of (i) Founder Shares (only after conversion of such shares to Class A Ordinary Shares), (ii) Private Placement Warrants (and their underlying securities) and (iii) Warrants that may be issued upon conversion of Working Capital Loans (as defined below) (and their underlying securities), if any, may be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering. These holders are entitled to make up to three demands and have “piggyback” registration rights. However, the registration rights agreement provides that the Company is not required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Director Independence The Board has established director independence standards, which are included in our Corporate Governance Guidelines, that are consistent with applicable NYSE listing standards. The NYSE listing standards generally define an “independent director” as a person who the Board affirmatively determines has no material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company), and require that a majority of a Board of Directors be independent. The Board has determined that Messrs. Chow, Dijols, Lanier, Matrai, Peltan and Wu are “independent directors,” as defined in the NYSE listing standards. Independent directors meet in executive sessions without non-independent directors or management present from time to time, as determined by the independent directors, but no less than one time per year. Such meetings are typically held following regularly scheduled meetings or at such other times as requested by an independent director. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The firm of WithumSmith+Brown, PC, or Withum, acts as our independent registered public accounting firm. The following is a summary of fees paid to Withum for services rendered. Audit Fees During the year ended December 31, 2025 and 2024, fees for our independent registered public accounting firm were approximately $84,934 and $54,600, respectively, for the services Withum performed in connection with our Initial Public Offering, quarterly filings and the audit of our December 31, 2025 and 2024 financial statements included in this Annual Report on Form 10-K. Audit-Related Fees Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Withum for any audit-related fees for the year ended December 31, 2025 and 2024 because such services were not rendered to us. Tax Fees Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. We did not pay Withum for tax services, planning or advice for the year ended December 31, 2025 and 2024 because such services were not rendered to us. All Other Fees All other fees consist of fees billed for all other services. We did not pay Withum for any other services for the year ended December 31, 2025 and 2024. 80 Pre-Approval Policy Our Audit Committee was formed upon the consummation of our Initial Public Offering. As a result, the Audit Committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our Audit Committee were approved by our Board of Directors. Since the formation of our Audit Committee, and on a going-forward basis, the Audit Committee has and will pre-approve all auditing services and permitted non-audit services performed and to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the Audit Committee prior to the completion of the audit). ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES a. The following documents are filed as part of this Annual Report: 1. Financial Statements (see Index to Consolidated Financial Statements in Part II, Item 8 of this report). 2. Exhibits. See Item 15(b) below. b. Exhibits. The exhibits listed on the Exhibit Index are incorporated by reference into this Item 15(b) and are a part of this Annual Report. EXHIBIT NO. DESCRIPTION 3.1 Amended and Restated Memorandum and Articles of Association of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 12, 2025). 4.1 Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 333-290822), filed with the SEC on October 10, 2025). 4.2 Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (File No. 333-290822), filed with the SEC on October 10, 2025). 4.3 Specimen Warrant Certificate (included as an exhibit to Exhibit 4.4). 4.4 Warrant Agreement, dated November 12, 2025, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 12, 2025). 4.5* Description of Securities. 10.1 Letter Agreement, dated November 12, 2025, among the Company, the Sponsor and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 12, 2025). 10.2 Investment Management Trust Agreement, dated November 12, 2025, between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 12, 2025). 10.3 Registration Rights Agreement, dated November 12, 2025, among the Company, the Sponsor and certain other security holders named therein (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on November 12, 2025). 10.4 Private Placement Warrants Purchase Agreement, dated November 12, 2025, between the Company and the Sponsor (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on November 12, 2025). 81 10.5‡ Form of Indemnity Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No. 333-290822), filed with the SEC on October 10, 2025). 10.6 Promissory Note issued to Alussa Energy Sponsor II LLC dated October 15, 2024 (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File No. 333-290822), filed with the SEC on October 10, 2025). 10.7 Novation Agreement among Alussa Energy Sponsor II LLC (Cayman Islands limited liability company), Alussa Energy Sponsor II LLC (Delaware limited liability company) and the Registrant dated October 15, 2024, in relation to the Securities Subscription Agreement between Alussa Energy Sponsor II LLC (Cayman Islands limited liability company) and the Registrant (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-290822), filed with the SEC on October 10, 2025). 10.8 Administrative Services Agreement, November 12, 2025, between the Company and the Sponsor (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on November 12, 2025). 14.1 Code of Ethics and Business Conduct (incorporated by reference to Exhibit 14.1 to the Company’s Registration Statement on Form S-1 (File No. 333-290822), filed with the SEC on October 10, 2025). 19.1* Insider Trading Policy. 31.1* Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1* Clawback Policy. 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) ‡ Indicates management contract or compensatory plan, contract or arrangement. * Filed herewith. ** Furnished herewith. ITEM 16. FORM 10-K SUMMARY Not applicable. 82 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. Alussa Energy Acquisition Corp. II Date: March 27, 2026 /s/ Ole Slorer Name: Ole Slorer Title: Director and Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Date: March 27, 2026 /s/ Ole Slorer Name: Ole Slorer Title: Director and Chief Executive Officer (Principal Executive Officer) Date: March 27, 2026 /s/ Benjamin W. Atkins Name: Benjamin W. Atkins Title: Chief Financial Officer (Principal Financial and Accounting Officer) Date: March 27, 2026 /s/ W. Richard Anderson Name: W. Richard Anderson Title: Director Date: March 27, 2026 /s/ Daniel Barcelo Name: Daniel Barcelo Title: Director Date: March 27, 2026 /s/ Chi Chow Name: Chi Chow Title: Director Date: March 27, 2026 /s/ Maurice Dijols Name: Maurice Dijols Title: Director Date: March 27, 2026 /s/ Philippe Lanier Name: Philippe Lanier Title: Director Date: March 27, 2026 /s/ Peter Matrai Name: Peter Matrai Title: Director Date: March 27, 2026 /s/ Jesse Peltan Name: Jesse Peltan Title: Director Date: March 27, 2026 /s/ John Wu Name: John Wu Title: Director 83