UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
On November 12, 2025, the Registration Statement on Form S-1 (SEC File No. 333-290822) (the “Registration Statement”) relating to the initial public offering (the “IPO”) of units of Alussa Energy Acquisition Corp. II (the “Company”) became effective in accordance with the provisions of Section 8(a) of the Securities Act of 1933.
On November 12, 2025, in connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:
| ● | Underwriting Agreement, dated November 12, 2025, among the Company and Santander US Capital Markets LLC, as representative of the several underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. | |
| ● | Warrant Agreement, dated November 12, 2025, between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. | |
| ● | Letter Agreement, dated November 12, 2025, among the Company, Alussa Energy Sponsor II LLC (the “Sponsor”), and the other parties thereto, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. | |
| ● | Investment Management Trust Agreement, dated November 12, 2025, between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. | |
| ● | Registration Rights Agreement, dated November 12, 2025, among the Company, the Sponsor and certain other security holders named therein, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. | |
| ● | Administrative Services Agreement, dated November 12, 2025, between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. | |
| ● | Private Placement Warrants Purchase Agreement, dated November 12, 2025, between the Company and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. |
| ● | Indemnity Agreement, dated November 12, 2025, between the Company and W. Richard Anderson, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference. | |
| ● | Indemnity Agreement, dated November 12, 2025, between the Company and Ole Slorer, a copy of which is attached as Exhibit 10.7 hereto and incorporated herein by reference. | |
| ● | Indemnity Agreement, dated November 12, 2025, between the Company and Benjamin W. Atkins, a copy of which is attached as Exhibit 10.8 hereto and incorporated herein by reference. | |
| ● | Indemnity Agreement, dated November 12, 2025, between the Company and Daniel Barcelo, a copy of which is attached as Exhibit 10.9 hereto and incorporated herein by reference. | |
| ● | Indemnity Agreement, dated November 12, 2025, between the Company and Chi Chow, a copy of which is attached as Exhibit 10.10 hereto and incorporated herein by reference. | |
| ● | Indemnity Agreement, dated November 12, 2025, between the Company and Maurice Dijols, a copy of which is attached as Exhibit 10.11 hereto and incorporated herein by reference. | |
| ● | Indemnity Agreement, dated November 12, 2025, between the Company and Philippe Lanier, a copy of which is attached as Exhibit 10.12 hereto and incorporated herein by reference. | |
| ● | Indemnity Agreement, dated November 12, 2025, between the Company and Peter Matrai, a copy of which is attached as Exhibit 10.13 hereto and incorporated herein by reference. | |
| ● | Indemnity Agreement, dated November 12, 2025, between the Company and Jesse Peltan, a copy of which is attached as Exhibit 10.14 hereto and incorporated herein by reference. | |
| ● | Indemnity Agreement, dated November 12, 2025, between the Company and John Wu, a copy of which is attached as Exhibit 10.15 hereto and incorporated herein by reference. |
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In connection with the IPO, on November 7, 2025, the Company adopted an amended and restated memorandum and articles of association, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01 Other Events.
On November 12, 2025, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the pricing of the IPO.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Alussa Energy Acquisition Corp. II | |||
| Date: November 12, 2025 | By: | /s/ Ole Slorer | |
| Name: | Ole Slorer | ||
| Title: | Director and Chief Executive Officer | ||
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