8-K
Alussa Energy Acquisition Corp. II (ALUB)
UNITED STATESSECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR SECTION 15(d) OF THESECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):January 5, 2026
Alussa Energy Acquisition Corp. II
(Exact Name of Registrant as Specified in Charter)
| Cayman Islands | 001-42953 | N/A |
|---|---|---|
| (State or Other Jurisdiction of<br><br>Incorporation or Organization) | (Commission File Number) | (IRS Employer<br><br>Identification Number) |
1001 S Capital of Texas HwyBuilding L, Suite 250Austin, Texas 78746
(Address of Principal Executive Offices) (Zip Code)
+1 (512) 904-0200
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)of the Act:
| Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant | ALUB U | New York Stock Exchange |
| Class A ordinary shares, par value $0.0001 per share | ALUB | New York Stock Exchange |
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | ALUB WS | New York Stock Exchange |
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 8.01. Other Events.
On January 5, 2026, Alussa Energy Acquisition Corp. II (the “Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1, announcing that the holders of the Company’s units may elect to separately trade the Class A ordinary shares and warrants included in the units commencing on January 5, 2026. Those units not separated will continue to trade on the New York Stock Exchange (“NYSE”) under the symbol “ALUB U,” and each of the Class A ordinary shares and warrants that are separated will trade on NYSE under the symbols “ALUB” and “ALUB WS,” respectively. Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, to separate the units into Class A ordinary shares and warrants.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
| Exhibit No. | Description of Exhibits |
|---|---|
| 99.1 | Press Release dated January 5, 2026 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 1 |
| --- |
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.
Dated: January 5, 2026
| Alussa Energy Acquisition Corp. II | |
|---|---|
| By: | /s/ Ole Slorer |
| Name: | Ole Slorer |
| Title: | Director and Chief Executive Officer |
2
Exhibit 99.1
Alussa Energy Acquisition Corp. II Announcesthe Separate Trading of its Class A Ordinary Shares and Warrants
NEW YORK, NEW YORK, Jan. 5, 2025 (GLOBENEWSWIRE) – Alussa Energy Acquisition Corp. II (“Alussa II” or the “Company”) announced today that, effective immediately, holders of the units sold in the Company’s initial public offering may elect to separate the Class A ordinary shares and warrants included in the units. The Class A ordinary shares and warrants that are separated will trade on the New York Stock Exchange (“NYSE”) under the symbols “ALUB” and “ALUB WS,” respectively from January 6, 2026. Those units not separated will continue to trade on NYSE under the symbol “ALUB U.” Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, to separate the units into Class A ordinary shares and warrants.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering was made solely by means of a prospectus, copies of which may be obtained from Santander US Capital Markets LLC, Attention: Capital Markets, 437 Madison Avenue, New York, New York 10022. Copies of the registration statement relating to the offering are also available on the SEC’s website, www.sec.gov.
About Alussa Energy Acquisition Corp. II
Alussa II is a blank check company incorporated as a Cayman Islands exempted company for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. Alussa II is led by Chief Executive Officer Ole Slorer and Chief Financial Officer Benjamin W. Atkins. While the Company may pursue an initial business combination target in any industry or geographic location, the Company intends to focus its search on high potential businesses in the energy and power infrastructure sectors. For more information, please visit www.alussaenergy.com.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the search for an initial business combination. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public offering filed with the Securities and Exchange Commission (“SEC”). Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact:
Ben Atkins
ben@alussaenergy.com