Filed 2026-03-27 · Period ending 2025-12-31 · 77,488 words · SEC EDGAR
← ALUB Profile · ALUB JSON API
# Alussa Energy Acquisition Corp. II (ALUB) — 10-K **Filed:** 2026-03-27 **Period ending:** 2025-12-31 **Accession:** 0001213900-26-035639 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/2041493/000121390026035639/) **Origin leaf:** ef6bd8e22e3d3eb6072172dabda8e852f83b63510c1af5f32ace58b0172badb7 **Words:** 77,488 --- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________to _________ Commission File Number: 001-42953 Alussa Energy Acquisition Corp. II (Exact name of Registrant as specified in its charter) | Cayman Islands | | N/A | | | (State or other jurisdiction of | | (I.R.S. Employer | | | incorporation or organization) | | Identification Number) | | 1001 S Capital of Texas Hwy Building L,Suite 250 Austin, Texas 78746 (512) 904-0200 (Address, including zip code, and telephone number, including area code, of Registrants principal executive offices) 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 | | Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act. YesNo Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days.Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. | Large accelerated filer | | Accelerated filer | | | | Non-accelerated filer | | Smaller reporting company | | | | | | Emerging growth company | | | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No The registrants Class A Ordinary Shares were not listed on any exchange and had no value as of the last business day of the second fiscal quarter of 2025. The registrants Units began trading onTheNew York Stock Exchange on November 14, 2025, and the registrants Class A Ordinary Shares and Redeemable Warrants began trading onTheNew York Stock Exchange on January 6, 2026. Accordingly, there was no market value for the registrants Class A Ordinary Shares as of the last business day of the second fiscal quarter of 2025. The aggregate market value of the registrants Class A Ordinary Shares, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing price for the Class A Ordinary Shares on December 31, 2025, as reported onTheNew York Stock Exchange, was $290,375,000. As of March 20, 2026, there were 28,750,000 Class A Ordinary Shares, $0.0001 par value, and 7,187,500 Class B Ordinary Shares, $0.0001 par value, issued and outstanding. ALUSSA ENERGY ACQUISITION CORP. II table of contents | | | Page | | | Part I. | | | | | Item 1. Business | | 1 | | | Item 1A. Risk Factors | | 11 | | | Item 1B. Unresolved Staff Comments | | 57 | | | Item 1C. Cybersecurity | | 57 | | | Item 2. Properties | | 57 | | | Item 3. Legal Proceedings | | 57 | | | Item 4. Mine Safety Disclosure | | 57 | | | Part II. | | | | | Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | 58 | | | Item 6. Reserved | | 59 | | | Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations | | 59 | | | Item 7A. Quantitative and Qualitative Disclosures About Market Risk | | 64 | | | Item 8. Financial Statements and Supplementary Data | | F-1 | | | Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | 65 | | | Item 9A. Controls and Procedures | | 65 | | | Item 9B. Other Information | | 65 | | | Item 9C. Disclosures Regarding Foreign Jurisdictions that Prevent Inspections | | 65 | | | Part III. | | | | | Item 10. Directors, Executive Officers and Corporate Governance | | 66 | | | Item 11. Executive Compensation | | 75 | | | Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | 77 | | | Item 13. Certain Relationships and Related Transactions, and Director Independence | | 78 | | | Item 14. Principal Accountant Fees and Services | | 80 | | | Item 15. Exhibit and Financial Statement Schedules | | 81 | | | Item 16. Form 10-K Summary | | 82 | | | Signatures | | 83 | | i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY This Report (as defined below), including, without limitation, statements under Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations, includes forward-looking statements within the meaning of Section 27A of the Securities Act (as defined below) and Section 21E of the Exchange Act (as defined below). These forward-looking statements can be identified by the use of forward-looking terminology, including the words believes, estimates, anticipates, expects, intends, plans, may, will, potential, seek, projects, continue, should, or could, or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or other Business Combination (as defined below) and any other statements that are not statements of current or historical facts. These statements are based on Managements (as defined below) current expectations based on information currently available to our Management, but actual results may differ materially due to various factors, including, but not limited to: | | our being a company with no operating history and no operating revenues; | | | | our ability to select an appropriate target business or businesses; | | | | our ability to complete our initial Business Combination (as defined below), which is impacted by various factors; | | | | our expectations around the performance of a prospective target business or businesses or of markets or industries; | | | | our ability to recognize the anticipated benefits of an initial Business Combination, which may not be realized fully, if at all, or may take longer to realize than expected | | | | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial Business Combination; | | | | our directors and officers allocating their time to other businesses and potentially having conflicts of interest with or otherwise conflicting contractual obligations in connection with our business or in approving or consummating our initial Business Combination; | | | | the potential incentive to consummate an initial Business Combination with an acquisition target that subsequently declines in value or is unprofitable for public investors due to the low initial price for the Founder Shares (as defined below) paid by our Sponsor (as defined below); | | | | our potential ability to obtain additional financing to complete our initial Business Combination; | | | | the ability of our Management Team (as defined below) to generate and execute on potential acquisition opportunities that will generate value for our shareholders; | | | | our pool of prospective target businesses; | | | | our public securities potential liquidity and trading; | | | | global geopolitical conditions, including changes and uncertainties resulting from, among other factors, the policies and positions of the United States, including the imposition of sanctions, tariffs, trade barriers or other restrictions, retaliatory measures adopted by other countries, and other uncertainties with respect to global trade, developments regarding military conflicts in the Middle East, the Russia-Ukraine conflict and escalations of tensions in Southwest Asia or tensions involving China or Taiwan; | | ii | | the use of proceeds not held in the Trust Account (as defined below) or available to us from interest income on the Trust Account balance; | | | | the Trust Account not being subject to claims of third parties; | | | | our ability to maintain compliance with the continued listing requirements of the New York Stock Exchange (NYSE); | | | | the value of the Founder Shares following completion of our initial Business Combination likely being substantially higher than the nominal price paid for them, even if the trading price of our Public Shares (as defined below) at such time is substantially less than the Redemption Price (as defined below); | | | | the impact on the amount held in the Trust Account, our capitalization, principal shareholders and other impacts on our Company (as defined below) or Management Team should we seek to extend the Combination Period (as defined below) consistent with applicable laws, regulations and stock exchange rules; | | | | our financial performance; or | | | | the other risks and uncertainties discussed in Item 1A. Risk Factors, elsewhere in this Annual Report on Form 10-K and in our other filings with the Securities and Exchange Commission (the SEC). | | Additionally, in 2024, the SEC (as defined below) adopted additional rules and regulations relating to SPACs (as defined below). The 2024 SPAC Rules (as defined below) require, among other matters, (i) additional disclosures relating to SPAC Sponsors and related persons; (ii) additional disclosures relating to SPAC Business Combination transactions (iii) additional disclosures relating to dilution and to conflicts of interest involving Sponsors and their affiliates in connection with proposed Business Combination transactions; (iv) additional disclosures regarding projections included in SEC filings in connection with proposed Business Combination transactions and (v) the requirement that both the SPAC and its target company be co-registrants in connection with registration statements relating to proposed Business Combination transactions. In addition, the SECs adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act (as defined below), including its duration, asset composition, business purpose, and the activities of the SPAC and its Management Team. 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. The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Unless otherwise stated in this Report, or the context otherwise requires, references to: | | 2024 SPAC Rules are to the rules and regulations for SPACs adopted by the SEC on January 24, 2024, which became effective on July 1, 2024; | | | | Administrative Support Agreement are to our agreement to reimburse an affiliate of the Sponsor an aggregate of $5,000 a month for office space utilities and secretarial and administrative support until completion of the Initial Business Combination or the Companys liquidation; | | | | Amended and Restated Charter are to our Amended and Restated Memorandum and Articles of Association, as amended and restated, and currently in effect; | | iii | | ASC are to the FASB (as defined below) Accounting Standards Codification; | | | | ASU are to the FASB Accounting Standards Update; | | | | Audit Committee are to the audit committee of our Board of Directors (as defined below); | | | | Board of Directors or Board are to our Board of Directors; | | | | Business Combination are to a merger, amalgamation, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses; | | | | Class A Ordinary Shares are to our Class A Ordinary Shares, par value $0.0001 per share; | | | | Class B Ordinary Shares are to our Class B Ordinary Shares, par value $0.0001 per share; | | | | Combination Period are to (i) the 24-month period, from the closing of the Initial Public Offering (as defined below) to November 14, 2027 (or such earlier time as determined by our Board), that we have to consummate an initial Business Combination, or (ii) such other period in which we must consummate an initial Business Combination pursuant to an amendment to our Amended and Restated Charter and consistent with applicable laws, regulations and stock exchange rules; | | | | Companies Act are to the Companies Act (As Revised) of the Cayman Islands as may be amended from time to time; | | | | Company, our, we, or us are to Alussa Energy Acquisition Corp. II, a Cayman Islands exempted company; | | | | Completion Window are to (i) the period ending on November 14, 2027, which is the date that is 24 months from the closing of the Initial Public Offering, or such earlier liquidation date as our Board of Directors may approve, in which we must complete an initial business combination or (ii) such other time period in which we must complete an initial business combination pursuant to an amendment to our Amended and Restated Charter; our shareholders can also vote at any time to amend our Amended and Restated Charter to modify the amount of time we will have to complete an initial business combination, in which case our Public Shareholders will be offered an opportunity to redeem their Public Shares; | | | | Continental are to Continental Stock Transfer & Trust Company, trustee of our Trust Account and Warrant agent of our Public Warrants (as defined below); | | | | Deferred Discount are to the additional fee of 3.00% of the gross proceeds of the Initial Public Offering to which the underwriter to the Initial Public Offering is entitled that is payable only upon our completion of the initial Business Combination; | | | | DWAC System are to the Depository Trust Companys Deposit/Withdrawal At Custodian System; | | | | Exchange Act are to the Securities Exchange Act of 1934, as amended; | | | | Excise Tax are to the U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023 as provided for by the Inflation Reduction Act of 2022; | | | | FASB are to the Financial Accounting Standards Board; | | | | Founder Shares are to Class B Ordinary Shares initially purchased by our Sponsor in a private placement prior to the Initial Public Offering and the Class A Ordinary Shares that will be issued upon the automatic conversion of the Class B Ordinary Shares at the time of our initial Business Combination or earlier at the option of the holder thereof as described herein (for the avoidance of doubt, such Class A Ordinary Shares will not be Public Shares); | | iv | | GAAP are to the accounting principles generally accepted in the United States of America; | | | | IFRS are to the International Financial Reporting Standards, as issued by the International Accounting Standards Board; | | | | Initial Public Offering or IPO are to the initial public offering that we consummated on November 14, 2025; | | | | Initial Shareholders are to our Sponsor and any other holders of our Founder Shares immediately prior to the IPO; | | | | Investment Company Act are to the Investment Company Act of 1940, as amended; | | | | IPO Registration Statement are to the Registration Statement on Form S-1 initially filed with the SEC on October 10, 2025, as amended, and declared effective on November 12, 2025 (File No. 333-290822); | | | | JOBS Act are to the Jumpstart Our Business Startups Act of 2012; | | | | Management or our Management Team are to our executive officers and directors; | | | | Non-Managing Sponsor Investors means certain investors (none of which are affiliated with any member of our Management, other members of our Sponsor or any other investor) owning membership interests in our Sponsor in addition to the managing members; | | | | the Note are to the loan agreement entered into on October15, 2024, between the Company and the Sponsor for an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering; | | | | Option Units are to the 3,750,000 units of our Company that were purchased by the underwriter of the Initial Public Offering pursuant to the full exercise of the Over-Allotment Option (as defined below); | | | | Ordinary Resolution are to a resolution of our Company passed by a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of our Company, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold as may be allowed under the Companies Act from time to time); | | | | Ordinary Shares are to our Class A Ordinary Shares and our Class B Ordinary Shares; | | | | Over-Allotment Option are to the 45-day option granted to the underwriter of the Initial Public Offering to purchase up to an additional 3,750,000 Option Units to cover over-allotments, if any, which was fully exercised; | | | | PCAOB are to the Public Company Accounting Oversight Board (United States); | | | | Private Placement Warrants are to the Warrants issued to our Sponsor in a private placement simultaneously with the closing of the IPO; | | | | Public Shares are to the Class A Ordinary Shares sold as part of the Units in our Initial Public Offering (whether they were purchased in our Initial Public Offering or thereafter in the open market); | | | | Public Shareholders are to the holders of our Public Shares, including our Sponsor and Management Team to the extent our Sponsor and/or the members of our Management Team purchase Public Shares, provided that our Sponsors and each member of our Management Teams status as a Public Shareholder will only exist with respect to such Public Shares; | | v | | Public Warrants are to the Warrants sold as part of the Units in our Initial Public Offering (whether they were subscribed for in our Initial Public Offering or purchased in the open market); | | | | Redemption Price are to the pro rata redemption price in any redemption we expect to pay, which was approximately $10.05 per Public Share as of December 31, 2025 (before taxes payable, if any); | | | | Report are to this Annual Report on Form 10-K for the fiscal year ended December 31, 2025; | | | | Sarbanes-Oxley Act are to the Sarbanes-Oxley Act of 2002; | | | | SEC are to the U.S. Securities and Exchange Commission; | | | | Securities Act are to the Securities Act of 1933, as amended; | | | | SPACs are to special purpose acquisition companies; | | | | Special Resolution are to a resolution of the Company passed by a majority of at least two-thirds (2/3) (or such higher approval threshold as specified in the Companys Amended and Restated Charter) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the company of which notice specifying the intention to propose the resolution as a special resolution has been duly given, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter; | | | | Sponsor are to Alussa Energy Sponsor II, LLC, a Delaware limited liability company; | | | | Trust Account are to the U.S.-based Trust Account in which an amount of $287,500,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants in the private placement was placed following the closing of the Initial Public Offering; | | | | Underwriting Agreement are to the Underwriting Agreement, dated November 12, 2025, which we entered into with Santander US Capital Markets LLC; | | | | Units are to the units sold in our Initial Public Offering, which consist of one Public Share and one-third of one Public Warrant; | | | | Warrants are to the Private Placement Warrants and the Public Warrants, together; | | | | Working Capital Loans are to the loans the Sponsor may, but is not obligated to, loan the Company as may be required to finance transaction costs in connection with its initial Business Combination; | | | | Withum are to WithumSmith+Brown, PC, our independent registered public accounting firm. | | vi PART I 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 $1.0billion to $1.5billion, 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 underwriters 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 Companys 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). Atotal 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. 1 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-markettransactions that we plan to leverage for the benefit of our shareholders. We believe that this is further enhanced by our Management Teams 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 40years 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 AlussaI (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-profiletransaction 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-drivenventures, 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-qualifiedto 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-baseddata center company, and Skybox Datacenters, an enterprise data center company. He is a co-founderand 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. 2 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-rankedequity 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-executiveDirector 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-Founderof T1 Energy (NYSE:TE) and current member of the Board of Directors. Previously a Co-Founderand 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-Founderof 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-backedblockchain technology company. Mr. Wu was the former Independent Director of AlussaI.Previously, he also served as the Chief Investment Officer of Thunder Bridge Acquisition, Ltd. and Thunder Bridge AcquisitionII, 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 AlussaI, which completed a $288million 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 AlussaI.In 2021, AlussaI completed a business combination with T1 Energy (NYSE:TE), delivering over $700million in gross proceeds inclusive of a $600million 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). 3 Target Segments We believe that we are well positioned to leverage our Management Teams 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 worlds 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-termtransition to more renewable and sustainable sourceswhich 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-coreassets, 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-locatedbut undercapitalized, underutilized and/or mismanaged assets that often result from large corporate and industry reorganizations. 4 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-prongedsourcing process include: | | long-termrelationships 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 Teams 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-termshareholder 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 companys growth cycle; | | | | improving profitability by investing in technology solutions, data analytics and vertical integration; and | | | | jumpstarting growth with strategic partnerships and cross-promotionalopportunities. | | 5 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 Teams 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-termsuccess 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-growthopportunities in the energy or energy transition sectors; | | | | International: Utilizing our teams extensive international experience to identify cross-borderopportunities; | | | | | 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-termfocus 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-termcash 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 targets 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. | | 6 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 Sponsors 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-ManagingSponsor 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. | | 7 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-termvalue. 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-mergerinitiatives 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 targets 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-transactioncompany 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-transactioncompany 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-transactioncompany 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 Actof1940, as amended, or the Investment Company Act. Even if the post-transactioncompany 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-transactioncompany, 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-transactioncompany, 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-ManagingSponsor Investors, or completing the Business Combination through a joint venture or other form of shared ownership with our Sponsor, officers or directors or Non-ManagingSponsor Investors. A Business Combination with a company that is affiliated with a Non-ManagingSponsor Investor will not be considered a transaction with an affiliate (as defined in our Amended and Restated Charter). 8 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. 9 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 underwriters 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 companys profile among potential new customers and vendors and aid in attracting talented employees. While we believe that our structure and our Management Teams 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 ofhours 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-timeemployees 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. 10 ITEM 1A. RISK FACTORS *An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this Report and other documents we file with the SEC, before making a decision to invest in our securities. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Additional risks and uncertainties not currently known to us or that we currently believe are immaterial also may adversely affect our business, including our results of operations, liquidity and financial condition.* Summary of Risk Factors The occurrence of one or more events or circumstances described in the section titled Item 1A. Risk Factors, alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition and operating results. Such risks include, but are not limited to: | | | We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. | | | | | | | | | | Our Public Shareholders may not be afforded an opportunity to vote on our proposed initial Business Combination, and even if we hold a vote, holders of our Founder Shares will participate in such vote, which means we may complete our initial Business Combination even though a majority of our Public Shareholders do not support such a combination. | | | | | | | | | | Our independent registered public accounting firms report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern. | | | | | | | | | | Your only opportunity to effect your investment decision regarding a potential Business Combination may be limited to the exercise of your right to redeem your Public Shares from us for cash. | | | | | | | | | | Our Sponsor will control the appointment of our Board of Directors until consummation of our initial Business Combination and will hold a substantial interest in us. As a result, our Sponsor will appoint all of our directors prior to the consummation of our initial Business Combination and may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support. | | | | | | | | | | If we seek shareholder approval of our initial Business Combination, our initial shareholders and Management Team have agreed to vote in favor of such initial Business Combination, regardless of how our Public Shareholders vote, and we may not need any Public Shares in addition to our Founder Shares to be voted in order to approve an initial Business Combination. | | | | | | | | | | The ability of our Public Shareholders to redeem their Public Shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a Business Combination with a target. | | | | | | | | | | The ability of our Public Shareholders to exercise redemption rights with respect to a large number of our shares and the amount of Deferred Discount may not allow us to complete the most desirable business combination or optimize our capital structure, and may substantially dilute your investment in us. | | | | | | | | | | The requirement that we complete our initial Business Combination within the Completion Window may give potential target businesses leverage over us in negotiating a Business Combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial Business Combination on terms that would produce value for our shareholders. | | | | | | | | | | If we seek shareholder approval of our initial Business Combination, our Sponsor, initial shareholders, directors, officers, advisors and their affiliates may elect to purchase Public Shares or Public Warrants from Public Shareholders, which may influence a vote on a proposed Business Combination and reduce the public float of our ClassA Ordinary Shares or Public Warrants. | | | | | | | | | | You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your Public Shares or warrants, potentially at a loss. | | 11 | | | NYSE may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions. | | | | | | | | | | The nominal purchase price paid by our Sponsor for the Founder Shares may result in significant dilution to the implied value of your Public Shares upon the consummation of our initial business combination, and our Sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial Business Combination, even if the business combination causes the trading price of our Ordinary Shares to materially decline. | | | | | The value of the Founder Shares following completion of our initial Business Combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our ClassA Ordinary Shares at such time is substantially less than $10.00 per public share. | | | | | | | | | | You will not be entitled to protections normally afforded to investors of many other blank check companies. | | | | | | | | | | Past performance by our Management Team, our advisors and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in the Company. | | | | | | | | | | To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time (based on our Management Teams ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest bearing demand deposit account at a bank until the earlier of the consummation of an initialBusinessCombination or our liquidation. As a result, following the liquidation of investments in the Trust Account, we will likely receive less interest on the funds held in the Trust Account than we would have had if the Trust Account remained as initially invested, such that our Public Shareholders would receive less upon any redemption or liquidation of the Company than what they would have received had the investments not been liquidated; | | | | | | | | | | If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination | | | | | | | | | | Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial Business Combination, and results of operations. | | | | | | | | | | Our search for an initial Business Combination, and any target business with which we may ultimately consummate an initial Business Combination, may be materially adversely affected by current global geopolitical conditions, such as those resulting from ongoing conflicts in the Middle East and the Russia-Ukraine conflict, as well as conflicts in Southwest Asia or tensions involving China and Taiwan, which could make it more difficult for us to consummate an initial Business Combination. | | Risks Relating to Our Search for, and Consummation of or Inability to Consummate, a Business Combination Our Public Shareholders may not be afforded an opportunity to vote on our proposed initial Business Combination, and even if we hold a vote, holders of our Founder Shares will participate in such vote, which means we may complete our initial Business Combination even though a majority of our Public Shareholders do not support such a combination. We may choose not to hold a shareholder vote to approve our initial Business Combination unless the Business Combination would require shareholder approval under applicable law or stock exchange listing requirements. In such case, the decision as to whether we will seek shareholder approval of a proposed Business Combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Even if we seek shareholder approval, the holders of our Founder Shares will participate in the vote on such approval. Accordingly, we may complete our initial Business Combination even if holders of a majority of our Public Shares do not approve of the Business Combination we complete. 12 If we seek shareholder approval of our initial Business Combination, our Initial Shareholders and Management Team have agreed to vote in favor of such initial Business Combination, regardless of how our Public Shareholders vote, and we may not need any Public Shares in addition to our Founder Shares to be voted in order for us to consummate the initial Business Combination. Immediately following the consummation of the Initial Public Offering, our Initial Shareholders owned 20% of our issued and outstanding Ordinary Shares. Our Initial Shareholders and Management Team may from time to time purchase ClassA Ordinary Shares prior to our initial Business Combination. Our amended and restated memorandum and articles of association provides that, if we seek shareholder approval of an initial Business Combination, such initial Business Combination will be approved if we receive an Ordinary Resolution under Cayman Islands law and our amended and restated memorandum and articles of association, which requires the affirmative vote of a simple majority 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. As a result, in addition to our Initial Shareholders Founder Shares, we would need 10,781,251, or 37.5%, of the 28,750,000 Public Shares sold in the Initial Public Offering to be voted in favor of an initial Business Combination in order to have our initial Business Combination approved, assuming all outstanding Ordinary Shares are voted and the parties to the letter agreement do not acquire any ClassA Ordinary Shares. Assuming that only the holders of one-thirdof our issued and outstanding Ordinary Shares, representing a quorum under our amended and restated memorandum and articles of association, vote their Ordinary Shares at a general meeting of the Company, we will not need any Public Shares in addition to our Founder Shares to be voted in favor of an initial Business Combination in order to approve an initial Business Combination. However, if our initial Business Combination is structured as a statutory merger or consolidation with another company under Cayman Islands law, the approval of our initial Business Combination will also require a Special Resolution, which requires the affirmative vote of at least two-thirdsof 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 of which notice specifying the intention to propose the resolution as a Special Resolution has been duly given, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter. Accordingly, if we seek shareholder approval of our initial Business Combination, the agreement by our Initial Shareholders and Management Team to vote in favor of our initial Business Combination will increase the likelihood that an Ordinary Resolution will be passed, being the requisite shareholder approval for such initial Business Combination. Your only opportunity to effect your investment decision regarding a potential Business Combination may be limited to the exercise of your right to redeem your Public Shares from us for cash. You may not be provided with an opportunity to evaluate the specific merits or risks of our initial Business Combination. Since our Board of Directors may complete a Business Combination without seeking shareholder approval, Public Shareholders may not have the right or opportunity to vote on the Business Combination, unless we seek such shareholder vote. The decision as to whether we will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirements. Accordingly, your only opportunity to effect your investment decision regarding our initial Business Combination may be limited to exercising your redemption rights in connection with a tender offer within the period of time (which will be at least 20businessdays) set forth in our tender offer documents to be mailed to our Public Shareholders in which we describe our initial Business Combination. The amount of the deferred underwriting commissions payable to the underwriter will not be adjusted for any Public Shares that are redeemed in connection with an initial Business Combination. The per share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the per-sharevalue of shares held by non-redeemingshareholders will reflect our obligation to pay the deferred underwriting commissions. The ability of our Public Shareholders to redeem their Public Shares for cash may make our financial condition unattractive to potential Business Combination targets, which may make it difficult for us to enter into a Business Combination with a target. We may seek to enter into a Business Combination transaction agreement with a minimum cash requirement for (i)cash consideration to be paid to the Business Combination target or its owners, (ii)cash for working capital or other general corporate purposes or (iii)the retention of cash to satisfy other conditions. If too many Public Shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the Business Combination. Consequently, if accepting all properly submitted redemption requests would not allow us to satisfy a closing condition as described above, we would not proceed with such redemption and the related Business Combination and may instead search for an alternate Business Combination. Prospective business combination targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us. 13 The ability of our Public Shareholders to exercise redemption rights with respect to a large number of our shares and the amount of deferred underwriting compensation may not allow us to complete the most desirable Business Combination or optimize our capital structure, and may substantially dilute your investment in us. At the time we enter into an agreement for our initial Business Combination, we will not know how many Public Shareholders may exercise their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of Public Shares that will be submitted for redemption. If our initial Business Combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the Trust Account to meet such requirements or arrange for third party financing. In addition, if a larger number of Public Shares are submitted for redemption than we initially expect, we may need to restructure the transaction to reserve a greater portion of the cash in the Trust Account or arrange for third-partyfinancing. Raising additional third-partyfinancing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, this dilution would increase to the extent that the anti-dilutionprovision of the ClassB Ordinary Shares results in the issuance of ClassA Ordinary Shares on a greater than one-to-onebasis upon conversion of the ClassB Ordinary Shares at the time of our initial Business Combination. In addition, the amount of the deferred underwriting compensation payable to the underwriter will not be adjusted for any Public Shares that are redeemed in connection with an initial Business Combination. The per share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting compensation and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting compensation. The above considerations may limit our ability to complete the most desirable Business Combination available to us or optimize our capital structure. As a result, our obligations to redeem Public Shares for which redemption is requested and to pay the deferred underwriting commissions may not allow us to complete the most desirable Business Combination or optimize our capital structure. In addition, raising additional third-partyfinancing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, this dilution would increase to the extent that the anti-dilutionprovisions of the ClassB Ordinary Shares result in the issuance of ClassA Ordinary Shares on a greater than one-to-onebasis upon conversion of the ClassB Ordinary Shares at the time of our Business Combination. The above considerations may limit our ability to complete the most desirable Business Combination available to us or optimize our capital structure and may result in substantial dilution from your purchase of our ClassA Ordinary Shares. The effect of this dilution will be greater for Public Shareholders who do not redeem. The amount of the deferred underwriting compensation payable to the underwriter will not be adjusted for any Public Shares that are redeemed in connection with an initial Business Combination, which may further dilute your investment. The per-shareamount we will distribute to Public Shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting compensation and after such redemptions, the per-sharevalue of shares held by non-redeemingshareholders will reflect our obligation to pay the deferred underwriting compensation. We may not be able to generate sufficient value from the completion of our initial Business Combination in order to overcome the dilutive impact of these and other factors, and, accordingly, you may incur a net loss on your investment. The ability of our Public Shareholders to exercise redemption rights with respect to a large number of our Public Shares could increase the probability that our initial Business Combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your Public Shares. If our initial Business Combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that our initial Business Combination would be unsuccessful is increased. If our initial Business Combination is unsuccessful, you would not receive your pro rata portion of the funds in the Trust Account until we liquidate the Trust Account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the Trust Account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with your exercise of redemption rights until we liquidate or you are able to sell your shares in the open market. The requirement that we complete our initial Business Combination within the Completion Window may give potential target businesses leverage over us in negotiating a Business Combination and may limit the time we have in which to conduct due diligence on potential Business Combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial Business Combination on terms that would produce value for our shareholders. Any potential target business with which we enter into negotiations concerning a Business Combination will be aware that we must complete our initial Business Combination within the Completion Window. Consequently, such target business may obtain leverage over us in negotiating a Business Combination, knowing that if we do not complete our initial Business Combination with that particular target business, we may be unable to complete our initial Business Combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial Business Combination on terms that we would have rejected upon a more comprehensive investigation. The length of time it may take us to complete our diligence and negotiate a Business Combination may reduce the amount of time available for us to ultimately complete an initial Business Combination should such diligence or negotiations not lead to a consummated initial Business Combination. 14 We may engage our Initial Public Offering underwriter or one of their respective affiliates to provide additional services to us, which may include acting as M&A advisor in connection with an initial Business Combination or as placement agent in connection with a related financing transaction. Our underwriter is entitled to receive deferred underwriting commissions that will be released from the Trust Account only upon a completion of an initial Business Combination. These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us, including, for example, in connection with the sourcing and consummation of an initial Business Combination. Although we consummated our Initial Public Offering, we may further engage our Initial Public Offering underwriter or one of their respective affiliates to provide additional services to us, including, for example, identifying potential targets, providing M&A advisory services, acting as a placement agent in a private offering or arranging debt financing transactions. We may pay such underwriter or its affiliate fair and reasonable fees or other compensation that would be determined at that time in an arms length negotiation; provided that no agreement will be entered into with any of the underwriters or their respective affiliates and no fees or other compensation for such services will be paid to any of the underwriters or their respective affiliates prior to January 11, 2026, unless such payment would not be deemed underwriters compensation in connection with the Initial Public Offering that was consummated. The Initial Public Offering underwriter is also entitled to receive deferred underwriting commissions that are conditioned on the completion of an initial Business Combination. The underwriters or their respective affiliates financial interests tied to the consummation of a Business Combination transaction may give rise to potential conflicts of interest in providing any such additional services to us, including potential conflicts of interest in connection with the sourcing and consummation of an initial Business Combination. The underwriter is under no obligation to provide any further services to us in order to receive all or any part of the deferred underwriting commissions. We may not be able to complete our initial Business Combination within the Completion Window, in which case we would redeem our Public Shares. We may not be able to find a suitable target business and complete our initial Business Combination within the Completion Window. Our ability to complete our initial Business Combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein and in our other filings with the SEC. If we have not completed our initial Business Combination within such time period, we will (i)cease all operations except for the purpose of winding up, (ii)as promptly as reasonably possible but not more than tenbusinessdays thereafter (and subject to lawfully available funds therefor), redeem the Public Shares, at a per-shareprice, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstandingPublic Shares, which redemption will completely extinguish Public Shareholders rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii)as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board of Directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, our Public Shareholders may only receive $10.00 per share, or possibly less, and our Warrants will expire without value to the holder. In certain circumstances, our Public Shareholders may receive less than $10.00 per share on the redemption of their shares. We may decide not to extend the term we have to consummate our initial Business Combination, in which case we would redeem our Public Shares, and the Warrants may be worthless. We have until November 14, 2027, the date that is 24months from when the Initial Public Offering closed, or until such earlier liquidation date as our Board of Directors may approve, to consummate our initial Business Combination. If we anticipate that we may be unable to consummate our initial Business Combination within such period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial Business Combination. However, we may decide not to seek to extend the date by which we must consummate our initial Business Combination. If we do not seek to extend the date by which we must consummate our initial Business Combination, and we are unable to consummate our initial Business Combination within the applicable time period, we will (i)cease all operations except for the purpose of winding up, (ii)as promptly as reasonably possible but not more than tenbusinessdays thereafter (and subject to lawfully available funds therefor), redeem the Public Shares, at a per-shareprice, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstandingPublic Shares, which redemption will completely extinguish Public Shareholders rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii)as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board of Directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the Warrants may be worthless. 15 If we seek shareholder approval of our initial Business Combination, our Sponsor, Initial Shareholders, directors, officers, advisors and their affiliates may elect to purchase Public Shares or Public Warrants from Public Shareholders, which may influence a vote on a proposed Business Combination and reduce the public float of our ClassA Ordinary Shares or Public Warrants. If we seek shareholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to the tender offer rules, our Sponsor, Initial Shareholders, directors, officers, advisors and their affiliates may purchase Public Shares or Warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial Business Combination, although they are under no obligation or duty to do so. Such a purchase may include a contractual acknowledgment that such shareholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our Sponsor, Initial Shareholders, directors, officers, advisors and their affiliates purchase shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their Public Shares. It is intended that, if Rule10b-18would apply to purchases by our Sponsor, Initial Shareholders, directors, officers, advisors and their affiliates, then such purchases will comply with Rule10b-18under the ExchangeAct, to the extent it applies, which provides a safe harbor for purchases made under certain conditions, including with respect to timing, pricing and volume of purchases. Additionally, at any time at or prior to our initial Business Combination, subject to applicable securities laws (including with respect to material nonpublic information), our Sponsor, Initial Shareholders, directors, officers, advisors and their affiliates may enter into transactions with investors and others to provide them with incentives to acquire Public Shares, vote their Public Shares in favor of our initial Business Combination or not redeem their Public Shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public Shares, rights or Warrants in such transactions. The purpose of any such transactions could be to (1)increase the likelihood of obtaining shareholder approval of the initial Business Combination, (2)reduce the number of Public Warrants outstanding and/or increase the likelihood of approval on any matters submitted to the Public Warrant holders for approval in connection with our initial Business Combination or (3)satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial Business Combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial Business Combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our securities may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Any such purchases will be reported pursuant to Section13 and Section16 of the ExchangeAct to the extent such purchasers are subject to such reporting requirements. Additionally, in the event our Sponsor, Initial Shareholders, directors, officers, advisors and their affiliates were to purchase Public Shares or Warrants from Public Shareholders, such purchases would be structured in compliance with the requirements of Rule14e-5under the ExchangeAct including, in pertinent part, through adherence to the following: | | | if our Sponsor, Initial Shareholders, directors, officers, advisors and their affiliates were to purchase Public Shares or Warrants from Public Shareholders, they would do so at a price no higher than the price offered through our redemption process; | | | | | | | | | | our registration statement/proxy statement filed for our Business Combination transaction would disclose the possibility that our Sponsor, Initial Shareholders, directors, officers, advisors and their affiliates may purchase Public Shares or Warrants from Public Shareholders outside the redemption process, along with the purpose of such purchases; | | | | our registration statement/proxy statement filed for our Business Combination transaction would include a representation that any of our securities purchased by our Sponsor, Initial Shareholders, directors, officers, advisors and their affiliates would not be voted in favor of approving the Business Combination transaction; | | | | our Sponsor, Initial Shareholders, directors, officers, advisors and their affiliates would not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights; and | | | | we would disclose in a Form8-K, before our security holder meeting to approve the Business Combination transaction, the following material items: | | | | the amount of our securities purchased outside of the redemption offer by our Sponsor, Initial Shareholders, directors, officers, advisors and their affiliates, along with the purchase price; | | | | the purpose of the purchases by our Sponsor, Initial Shareholders, directors, officers, advisors and their affiliates; | | | | the impact, if any, of the purchases by our Sponsor, Initial Shareholders, directors, officers, advisors and their affiliates on the likelihood that the Business Combination transaction will be approved; | | | | the identities of our security holders who sold to our Sponsor, Initial Shareholders, directors, officers, advisors and their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to our Sponsor, Initial Shareholders, directors, officers, advisors and their affiliates; and | | | | the number of our Public Shares for which we have received redemption requests pursuant to our redemption offer. | | 16 If a shareholder fails to receive notice of our offer to redeem our Public Shares in connection with our initial Business Combination, or fails to comply with the procedures for submitting or tendering its shares, such shares may not be redeemed. We will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial Business Combination. Despite our compliance with these rules, if a shareholder fails to receive our proxy materials or tender offer documents, as applicable, such shareholder may not become aware of the opportunity to redeem its Public Shares. In addition, proxy materials or tender offer documents, as applicable, that we will furnish to holders of our Public Shares in connection with our initial Business Combination will describe the various procedures that must be complied with in order to validly tender or submit Public Shares for redemption. For example, we intend to require our Public Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to, at the holders option, either deliver their share certificates to our transfer agent, or to deliver their Public Shares to our transfer agent electronically prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to twobusinessdays prior to the scheduled vote on the proposal to approve the initial Business Combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a Public Shareholder seeking redemption of its Public Shares to also submit a written request for redemption to our transfer agent twobusinessdays prior to the scheduled vote in which the name of the beneficial owner of such shares is included. In the event that a shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its Public Shares may not be redeemed. If we seek shareholder approval of our initial Business Combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a group of shareholders are deemed to hold in excess of 15% of our ClassA Ordinary Shares, you may lose the ability to redeem all such shares in excess of 15% of our ClassA Ordinary Shares. If we seek shareholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section13 of the ExchangeAct), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares sold in the Initial Public Offering, which we refer to as the Excess Shares, without our prior consent. However, we would not be restricting our shareholders ability to vote all of their shares (including Excess Shares) for or against our initial Business Combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial Business Combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial Business Combination. And as a result, you will continue to hold that number of Public Shares exceeding 15% and, in order to dispose of such shares, would be required to sell your Public Shares in open market transactions, potentially at a loss. Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial Business Combination. If we are unable to complete our initial Business Combination within the Completion Window, our Public Shareholders may receive only their pro rata portion of the funds in the Trust Account that are available for distribution to Public Shareholders, and our Warrants will expire worthless. We expect to encounter competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well-establishedand have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess similar or greater technical, human and other resources to ours or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated to offer holders of our Public Shares the right to redeem their Public Shares for cash at the time of our initial Business Combination in conjunction with a shareholder vote or via a tender offer. Target companies will be aware that this may reduce the resources available to us for our initial Business Combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a Business Combination. If we are unable to complete our initial Business Combination, our Public Shareholders may receive only their pro rata portion of the funds in the Trust Account that are available for distribution to Public Shareholders, and our Warrants will expire worthless. 17 The net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants not being held in the Trust Account may be insufficient to allow us to operate for at least the duration of the Completion Window, which could limit the amount available to fund our search for a target business or businesses and complete our initial Business Combination, and could cause us to seek and depend on loans from our Sponsor or Management Team to fund our search and to complete our initial Business Combination. As of December 31, 2025, $1,163,106 of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants was available to us outside the Trust Account to fund our working capital requirements. We believe that the funds available to us outside of the Trust Account will be sufficient to allow us to operate for at least the duration of the Completion Window; however, we cannot assure you that our estimate is accurate. Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a no-shop provision (a provision in letters of intent or merger agreements designed to keep target businesses from shopping around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed Business Combination, although we do not have any current intention to do so. If we entered into a letter of intent or merger agreement where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business. If we are required to seek additional capital, we would need to borrow funds from our Sponsor, Management Team or other third parties to operate or may be forced to liquidate. Neither our Sponsor, members of our Management Team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the Trust Account or from funds released to us upon completion of our initial Business Combination. Up to $1,500,000 of such loans may be convertible into Private Placement Warrants of the post-Business Combination entity at a price of $1.00 per Warrant at the option of the lender. Such Warrants would be identical to the Private Placement Warrants. Prior to the completion of our initial Business Combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account. If we are unable to complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to liquidate the Trust Account. Consequently, our Public Shareholders may only receive an estimated $10.00 per share, or possibly less, on our redemption of our Public Shares, and our Warrants will expire worthless. If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by Public Shareholders may be less than $10.00 per share. Our placing of funds in the Trust Account may not protect those funds from third party claims against us. Although we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our Public Shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our Management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if Management believes that such third partys engagement would be in the best interests of the Company under the circumstances. WithumSmith+Brown, PC, our independent registered public accounting firm, and the Initial Public Offering underwriter will not execute agreements with us waiving such claims to the monies held in the Trust Account. 18 Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-partyconsultant whose particular expertise or skills are believed by Management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where Management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our Public Shares, if we are unable to complete our initial Business Combination within the Completion Window, or upon the exercise of a redemption right in connection with our initial Business Combination or an amendment to our amended and restated memorandum and articles of association, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10years following redemption. Accordingly, the per-shareredemption amount received by Public Shareholders could be less than the $10.00 per Public Share initially held in the Trust Account, due to claims of such creditors. Pursuant to the letter agreement, the form of which is filed as an exhibit to the IPO Registration Statement, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us (except for the companys independent registered public accounting firm), or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i)$10.00 per public share and (ii)the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the Initial Public Offering underwriter against certain liabilities, including liabilities under the Securities Act. However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsors only assets are securities of our Company. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial Business Combination and redemptions could be reduced to less than $10.00 per Public Share. In such event, we may not be able to complete our initial Business Combination, and you would receive such lesser amount per share in connection with any redemption of your Public Shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Our directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our Public Shareholders. In the event that the proceeds in the Trust Account are reduced below the lesser of (i)$10.00 per Public Share and (ii)the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account is less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case less taxes payable, and our Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to our Public Shareholders may be reduced below $10.00 per Public Share. 19 We may not have sufficient funds to satisfy indemnification claims of our directors and officers. We have agreed to indemnify our officers and directors to the fullest extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. However, our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account and to not seek recourse against the Trust Account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if (i)we have sufficient funds outside of the Trust Account or (ii)we consummate an initial Business Combination. Our obligation to indemnify our officers and directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholders investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions. If, after we distribute the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our Board of Directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our Board of Directors and us to claims of punitive damages. If, after we distribute the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy/insolvency laws as either a preferential transfer or a fraudulent conveyance, preference or disposition. As a result, a liquidator or a bankruptcy or other court could seek to recover some or all amounts received by our shareholders. In addition, our Board of Directors or any of the directors may be viewed as having breached its or their fiduciary duty to us or our creditors and/or having acted in bad faith, thereby exposing itself or themselves and us to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors. If, before distributing the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced. If, before distributing the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the Trust Account, the per-shareamount that would otherwise be received by our shareholders in connection with our liquidation may be reduced. Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial Business Combination, and results of operations. We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements and numerous complex tax laws. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial Business Combination, and results of operations. On January24, 2024, the SEC adopted a series of new rules relating to SPACs (the SPAC Rules) requiring, among other items, (i)additional disclosures relating to SPAC Business Combination transactions; (ii)additional disclosures relating to dilution and to conflicts of interest involving Sponsors and their affiliates in both SPAC initial public offerings and de-SPACtransactions; (iii)the use of projections by SPACs in SEC filings in connection with proposed Business Combination transactions; and (iv)both the SPAC and the target companys status as co-registrantson de-SPACregistration statements. 20 In addition, the SECs adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act, including its duration, asset composition, business purpose, and the activities of the SPAC and its Management Team in furtherance of such goals. Compliance with the SPAC Rules and related guidance may increase the costs of and the time needed to negotiate and complete an initial Business Combination and may constrain the circumstances under which we could complete an initial Business Combination. If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial Business Combination. The SECs adopting release with respect to the SPAC Rules provided guidance describing the extent to which SPACs could become subject to regulation under the Investment Company Act and the regulations thereunder. Whether a SPAC is an investment company will be a question of facts and circumstances. If our facts and circumstances change over time, we will update our disclosure to reflect how those changes impact the risk that we may be considered to be operating as an unregistered investment company. We can give no assurance that a claim will not be made that we have been operating as an unregistered investment company. If we are deemed to be an investment company under the Investment Company Act, we may have to change our operations, wind down our operations, or register as an investment company under the Investment Company Act. Our activities may be restricted, including: | | | restrictions on the nature of our investments; and | | | | | restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial Business Combination. | | In addition, we may have imposed upon us burdensome requirements, including: | | | registration as an investment company; | | | | | adoption of a specific form of corporate structure; and | | | | | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations. | | In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading in securities and that our activities do not include investing, reinvesting, owning, holding or trading investment securities constituting more than 40% of our total assets (exclusive of U.S.government securities and cash items) on an unconsolidated basis. We are mindful of the SECs investment company definition and guidance and intend to identify and complete an initial Business Combination with an operating business, and not with an investment company, or to acquire minority interests in other businesses exceeding the permitted threshold. 21 We do not believe that our anticipated activities will subject us to the Investment Company Act. To this end, the proceeds held in the Trust Account will initially be invested only in U.S.government treasury obligations with a maturity of 185days or less or in money market funds meeting certain conditions under Rule2a-7under the Investment Company Act which invest only in direct U.S.government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time, (based on our Management Teams ongoing assessment of all factors related to our potential status under the Investment Company Act) instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank. Pursuant to the trust agreement, the trustee is not permitted to invest in securities or assets other than as described above. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an investment company within the meaning of the Investment Company Act. The Trust Account is intended solely as a temporary depository for funds pending the earliest to occur of: (i)the completion of our initial Business Combination; (ii)the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A)to modify the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we have not consummated an initial Business Combination within the Completion Window; or (B)with respect to any other material provision relating to the rights of holders of our ClassA Ordinary Shares or pre-initial Business Combination activity; or (iii)absent an initial Business Combination within the Completion Window, our return of the funds held in the Trust Account to our Public Shareholders as part of our redemption of the Public Shares. We are aware of litigation claiming that certain SPACs should be considered to be investment companies. Although we believe that these claims were without merit, we cannot guarantee that we will not be deemed to be an investment company and thus subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete an initial Business Combination or may result in our winding down our operations and our liquidation. If we are unable to complete our initial Business Combination, our Public Shareholders may receive only approximately $10.00 per share, or possibly less, on the liquidation of our Trust Account and our Warrants will expire worthless, and our Public Shareholders would also lose the possibility of an investment opportunity in a target company as well as any potential price appreciation in the combined company following a Business Combination. 22 To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time (based on our Management Teams ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest bearing demand deposit account at a bank until the earlier of the consummation of an initial Business Combination or our liquidation. As a result, following the liquidation of investments in the Trust Account, we will likely receive less interest on the funds held in the Trust Account than we would have had the Trust Account remained as initially invested, such that our Public Shareholders would receive less upon any redemption or liquidation of the Company than what they would have received had the investments not been liquidated. The funds held in the Trust Account are initially being held only in U.S.government treasury obligations with a maturity of 185days or less, in money market funds investing solely in U.S.government treasury obligations and meeting certain conditions under Rule2a-7under the Investment Company Act and in cash or cash like items (including demand deposit accounts) at a bank. However, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section3(a)(1)(A)of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we may, at any time (based on our Management Teams ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct Continental Stock Transfer& Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S.government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest bearing demand deposit account at a bank until the earlier of the consummation of our initial Business Combination or our liquidation. Following such liquidation, we will likely receive less interest on the funds held in the Trust Account than we would earn if the Trust Account remained invested in U.S.government treasury obligations with a maturity of 185days or less or in money market funds investing solely in U.S.government treasury obligations and meeting certain conditions under Rule2a-7under the Investment Company Act. However, interest previously earned on the funds held in the Trust Account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. As a result, any decision to liquidate the investments held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest-bearingdemand deposit at a bank could reduce the dollar amount our Public Shareholders would receive upon any redemption or liquidation of the company as compared to what they would have received had the investments not been so liquidated. Notwithstanding the measures set forth above, we may still be deemed to be an investment company. The longer that the funds in the Trust Account are held in short-termU.S.government treasury obligations or in money market funds invested exclusively in such securities, the greater the risk that we may be deemed to be an unregistered investment company, in which case we may be required to liquidate. If our facts and circumstances change over time, we will update our disclosure to reflect how those changes impact the risk that we may be considered to be operating as an unregistered investment company. As disclosed above, we may determine, in our discretion, to liquidate the securities held in the Trust Account at any time and instead hold all funds in the Trust Account in an interest bearing demand deposit account or as cash or cash items at a bank, which could further reduce the dollar amount our Public Shareholders would receive upon any redemption or liquidation of the company as compared to what they would have received had the investments not been so liquidated. Were we to liquidate the company, our Warrants would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the target company with which we could have consummated an initial Business Combination. In addition, upon moving the funds from the Trust Account to a deposit account, we will maintain the cash items in bank accounts which, at times, may exceed federally insured limits as guaranteed by the Federal Deposit Insurance Corporation (FDIC).While we intend to place our deposits in high-qualitybanks, only a small portion of the funds in our Trust Account will be guaranteed by the FDIC. 23 Our search for an initial Business Combination, and any target business with which we may ultimately consummate an initial Business Combination, may be materially adversely affected by global geopolitical conditions, such as those resulting from ongoing conflicts in the Middle East and the Russia-Ukraine conflict, as well as conflicts in Southwest Asia or tensions involving China and Taiwan. UnitedStates and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the recent escalation of the conflicts in the Middle East and Southwest Asia and the ongoing Russia-Ukraineconflict. On February 28, 2026, the United States and Israel commenced a joint operation against Iran, which has led Iran to launch ballistic missiles and drones against Israel and other countries in the region, as well as against U.S. targets in the Middle East. In addition, Iran has closed the Strait of Hormuz, leading to global supply chain disruptions, including with respect to oil and gas. In addition, in response to the ongoing Russia-Ukraineconflict, the North Atlantic Treaty Organization (NATO) deployed additional military forces to eastern Europe, and the UnitedStates, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the UnitedStates, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, or have undertaken or will undertake military strikes in Southwest Asia, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of the conflicts in Southwest Asia and the Middle East, including in Iran, and the resulting measures that have been taken, and could be taken in the future, by NATO, the UnitedStates, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacksagainst U.S.companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. Any of the abovementioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the conflicts in the Middle East, including in Iran, Russias invasion of Ukraine, conflicts in Southwest Asia, or other geopolitical tensions, such as the current geopolitical tensions involving China and Taiwan, and subsequent sanctions or related actions, could adversely affect our search for an initial Business Combination and any target business with which we may ultimately consummate an initial Business Combination. The extent and duration of the ongoing conflicts, resulting sanctions and any related market disruptions are impossible to predict, but could be substantial, particularly if current or new sanctions continue for an extended period of time or if geopolitical tensions result in expanded military operations on a global scale. Any such disruptions may also have the effect of heightening many of the other risks described in this section. Military or other conflicts in the Middle East, Ukraine, Southwest Asia or elsewhere may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, and to other company or industry-specific, national, regional or international economic disruptions and economic uncertainty, any of which could make it more difficult for us to identify a Business Combination target and consummate an initial Business Combination on acceptable commercial terms, or at all. If these disruptions or other matters of global concern continue for an extensive period of time, our ability to consummate an initial Business Combination, or the operations of a target business with which we may ultimately consummate an initial Business Combination, may be materially adversely affected. Changes in international trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on our search for an initial Business Combination target or the performance or business prospectsof a post-Business Combination company. There have recently been significant changes to international trade policies and tariffs affecting imports and exports. Any significant increases in tariffs on goods or materials or other changes in trade policy could negatively affect our search for a target and/or our ability to complete our initial Business Combination. Recently, the United States has implemented a range of new tariffs and increases to existing tariffs. In response to the tariffs announced by the United States, other countries have imposed, are considering imposing, and may in the future impose new or increased tariffs on certain exports from the United States. There is currently significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, taxes, government regulationsand tariffs, and we cannot predict whether, and to what extent, current tariffs will continue or be deemed enforceable or other trade policies will change in the future. 24 Tariffs, or the threat of tariffs or increased tariffs, could have a significant negative impact on certain businesses (either due to domestic businesses reliance on imported goods or dependence on access to foreign markets, or foreign businesses reliance on sales into the United States). In addition, retaliatory tariffs could have a significant negative impact on foreign businesses that rely on imports from the United States, and domestic businesses that rely on exporting goods internationally. These tariffs and threats of tariffsand other potential trade policy changes could negatively affect the attractiveness of certain initial Business Combination targets, or lead to material adverse effects on a post-Business Combination company. Among other things, historical financial performance of companies affected by trade policies and/or tariffs may not provide useful guidance as to the future performance of such companies, because future financial performance of those companies may be materially affected by new United States tariffs or foreign retaliatory tariffs, or other changes to trade policies. The business prospects of a particular target for a Business Combination could change even after we enter into a Business Combination agreement, as a result of tariffs or the threat of tariffs that may have a material impact on that targets business, and it may be costly or impractical for us to terminate that Business Combination agreement.These factors could affect our selection of a Business Combination target. We may not be able to adequately address the risks presented by these tariffs or other potential trade policy changes. As a result, we may deem it costly, impractical or risky to complete an initial Business Combination with a particular target or with a target in a particular industry or from a particular country. Consequently, the pool of potential target companies may be reduced, which could impair our ability to identify a suitable target and to complete an initial Business Combination. If we complete an initial Business Combination with such a target, the post-Business Combination companys operations and financial resultscould be adversely affected as a result of tariffs or changes to trade policies, which may cause the market value of the securities of the post-Business Combination company to decline. If we are unable to consummate our initial Business Combination within the Completion Window, our Public Shareholders may be forced to wait beyond 24months before redemption from our Trust Account. If we are unable to consummate our initial Business Combination within the Completion Window, the proceeds then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our Public Shares, as further described herein. Any redemption of Public Shares from the Trust Account will be effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to wind-up, liquidate the Trust Account and distribute such amount therein, pro rata, to our Public Shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond the end of the Completion Window before the redemption proceeds of our Trust Account become available to them, and they receive the return of their pro rata portion of the proceeds from our Trust Account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless we consummate our initial Business Combination prior thereto and only then in cases where investors have sought to redeem their ClassA Ordinary Shares. Only upon our redemption or any liquidation will Public Shareholders be entitled to distributions if we are unable to complete our initial Business Combination. Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares. If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company to claims, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine of $18,293 and to imprisonment for fiveyears in the Cayman Islands. 25 We may not hold an annual general meeting until after the consummation of our initial Business Combination, which could delay the opportunity for our Public Shareholders to discuss Company affairs with Management, and the holders of our ClassA Ordinary Shares will not have the right to vote on the appointment or removal of directors until after the consummation of our initial Business Combination. In accordance with the NYSE corporate governance requirements, we are not required to hold an annual general meeting until no later than one year after our first fiscal year end following our listing on the NYSE.There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings to appoint directors. Until we hold an annual general meeting, Public Shareholders may not be afforded the opportunity to discuss company affairs with management. In addition, as holders of our ClassA Ordinary Shares, our Public Shareholders will not have the right to vote on the appointment or removal of directors until after the consummation of our initial Business Combination. Because we are neither limited to evaluating a target business in a particular industry sector nor have we selected any target businesses with which to pursue our initial Business Combination, you will be unable to ascertain the merits or risks of any particular target businesss operations. Our efforts to identify a prospective initial Business Combination target will not be limited to a particular industry, sector or geographic region. While we may pursue an initial Business Combination opportunity in any industry or sector, we intend to capitalize on the ability of our Management Team to identify and acquire a business or businesses that can benefit from our Management Teams established global relationships and operating experience. Our amended and restated memorandum and articles of association prohibits us from effectuating a Business Combination solely with another blank check company or similar company with nominal operations. Because we have not yet selected any specific target business with respect to a Business Combination, there is no basis to evaluate the possible merits or risks of any particular target businesss operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial Business Combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. In recentyears, a number of target businesses have underperformed financially post-Business Combination. There are no assurances that the target business with which we consummate our initial Business Combination will perform as anticipated. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our units will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a Business Combination target. Accordingly, any shareholders who choose to remain shareholders following the Business Combination could suffer a reduction in the value of their securities. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the Business Combination contained an actionable material misstatement or material omission. We may seek Business Combination opportunities in industries or sectors that may be outside of our Managements areas of expertise. We will consider a Business Combination outside of our Managements areas of expertise if a Business Combination candidate is presented to us and we determine that such candidate offers an attractive Business Combination opportunity for our Company. Although our Management will endeavor to evaluate the risks inherent in any particular Business Combination candidate, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors than a direct investment, if an opportunity were available, in a Business Combination candidate. In the event we elect to pursue a Business Combination outside of the areas of our Managements expertise, our Managements expertise may not be directly applicable to its evaluation or operation, and the information contained in the IPO Registration Statement and this Form 10-K regarding the areas of our Managements expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our Management may not be able to ascertain or assess adequately all of the relevant risk factors. Accordingly, any shareholders who choose to remain shareholders following our initial Business Combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value. 26 Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial Business Combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial Business Combination may not have attributes entirely consistent with our general criteria and guidelines. Although we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial Business Combination will not have all of these positive attributes. If we complete our initial Business Combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective Business Combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval for business or other reasons, it may be more difficult for us to attain shareholder approval of our initial Business Combination if the target business does not meet our general criteria and guidelines. If we are unable to complete our initial Business Combination, our Public Shareholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to Public Shareholders, and our Warrants will expire worthless. We are not required to obtain an opinion from an independent investment banking firm or from another independent entity that commonly renders valuation opinions, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view. Unless we complete our initial Business Combination with an affiliated entity or our Board of Directors cannot independently determine the fair market value of the target business or businesses (including with the assistance of financial advisors), we are not required to obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the price we are paying is fair to our shareholders from a financial point of view. If no opinion is obtained, our shareholders will be relying on the judgment of our Board of Directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy materials or tender offer documents, as applicable, related to our initial Business Combination. We may issue additional ClassA Ordinary Shares or preference shares to complete our initial Business Combination or under an employee incentive plan after completion of our initial Business Combination. We may also issue ClassA Ordinary Shares upon the conversion of the Founder Shares at a ratio greater than one-to-one at the time of our initial Business Combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks. Our amended and restated memorandum and articles of association authorizes the issuance of up to 250,000,000 ClassA Ordinary Shares, par value $0.0001 per share, 25,000,000 ClassB Ordinary Shares, par value $0.0001 per share, and 2,500,000 preference shares, par value $0.0001 per share. There are 221,250,000 and 17,812,500 authorized but unissued ClassA Ordinary Shares and ClassB Ordinary Shares, respectively, available for issuance which amount does not take into account ClassA Ordinary Shares reserved for issuance upon exercise of outstanding Warrants or ClassA Ordinary Shares issuable upon conversion of the ClassB Ordinary Shares. The ClassB Ordinary Shares are automatically convertible into ClassA Ordinary Shares (which such ClassA Ordinary Shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the Trust Account if we fail to consummate an initial Business Combination) upon the consummation of our initial Business Combination or earlier at the option of the holder, initially at a one-for-oneratio but subject to adjustment as set forth herein and in our amended and restated memorandum and articles of association, including in certain circumstances in which we issue ClassA Ordinary Shares or equity-linkedsecurities related to our initial Business Combination. Currently, there are no preference shares issued and outstanding. 27 We may issue a substantial number of additional ClassA Ordinary Shares or preference shares to complete our initial Business Combination or under an employee incentive plan after completion of our initial Business Combination. We may also issue ClassA Ordinary Shares upon conversion of the ClassB Ordinary Shares at a ratio greater than one-to-oneat the time of our initial Business Combination as a result of the anti-dilutionprovisions as set forth in our amended and restated memorandum and articles of association. However, our amended and restated memorandum and articles of association provide, among other things, that prior to our initial Business Combination, except in connection with the conversion of ClassB Ordinary Shares into ClassA Ordinary Shares where the holder of such shares have waived any rights to receive funds from the Trust Account, we may not issue additional shares that would entitle the holder thereof to (i)receive funds from the Trust Account or (ii)vote as a class with Public Shares on any initial Business Combination. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote. The issuance of additional ordinary or preference shares: | | may significantly dilute the equity interest of investors in the Initial Public Offering, which dilution would increase if the anti-dilutionprovisions in the ClassB Ordinary Shares resulted in the issuance of ClassA Ordinary Shares on a greater than one-to-onebasis upon conversion of the ClassB Ordinary Shares; | | | | may subordinate the rights of holders of ClassA Ordinary Shares if preference shares are issued with rights senior to those afforded our ClassA Ordinary Shares; | | | | could cause a change in control if a substantial number of ClassA Ordinary Shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; | | | | may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; | | | | may adversely affect prevailing market prices for our units, ClassA Ordinary Shares and/or Warrants; and | | | | may not result in adjustment to the exercise price of our Warrants. | | Unlike certain other similarly structured special purpose acquisition companies, our Initial Shareholders will receive additional ClassA Ordinary Shares if we issue certain shares to consummate an initial Business Combination. The Founder Shares will automatically convert into ClassA Ordinary Shares (which such ClassA Ordinary Shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the Trust Account if we fail to consummate an initial Business Combination) upon the consummation of our initial Business Combination or earlier at the option of the holder on a one-for-onebasis, subject to adjustment for share sub-divisions, share combinations, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional ClassA Ordinary Shares, or any other equity-linkedsecurities, are issued or deemed issued in excess of the amounts sold in our Initial Public Offering and related to or in connection with the closing of the initial Business Combination, the ratio at which ClassB Ordinary Shares convert into ClassA Ordinary Shares will be adjusted (unless the holders of a majority of the outstanding ClassB Ordinary Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of ClassA Ordinary Shares issuable upon conversion of all ClassB Ordinary Shares will equal, in the aggregate, 20% of the sum of (i)the total number of all Ordinary Shares that are outstanding (excluding the ClassA Ordinary Shares underlying the Private Placement Warrants issued to the Sponsor), plus (ii)all ClassA Ordinary Shares and equity-linkedsecurities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linkedsecurities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalentWarrants issued to our Sponsor or any of its affiliates or to our officers or directors upon conversion of working capital loans) minus (iii)any redemptions of ClassA Ordinary Shares by Public Shareholders in connection with an initial Business Combination; provided that such conversion of Founder Shares will never occur on a less than one-for-onebasis. 28 We may issue our shares to investors in connection with our initial Business Combination at a price which is less than the prevailing market price of our shares at that time. In connection with our initial Business Combination, we may issue shares to investors in private placement transactions (so-calledPIPE transactions) at a price of $10.00 per share or lower, at a price that approximates the per-shareamounts in our Trust Account at such time. The purpose of such issuances will be to enable us to provide sufficient liquidity and capital to the post-Business Combination entity. The price of the shares we issue may therefore be less, and potentially significantly less, than the market price for our shares at such time. Any such issuances of equity securities could dilute the interests of our existing shareholders. Since only holders of our ClassB Ordinary Shares have the right to vote on the appointment of directors, the NYSE considers us to be a controlled company within the meaning of NYSE rules and, as a result, we may qualify for exemptions from certain corporate governance requirements. Prior to the consummation of a Business Combination, only holders of our ClassB Ordinary Shares will have the right to vote on the appointment of directors. As a result, the NYSE considers us to be a controlled company within the meaning of the NYSE corporate governance standards. Under the NYSE corporate governance standards, a company of which more than 50% of the voting power for the appointment of directors is held by an individual, group or another company is a controlled company and may elect not to comply with certain corporate governance requirements, including the requirements that: | | we have a board that includes a majority of independent directors, as defined under the rules of the NYSE, and | | | | we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committees purpose and responsibilities. | | We currently do not intend to rely on the controlled company exemption, but may do so in the future. Accordingly, if we choose to do so, you will not have the same protections afforded to shareholders of companies that are subject to all of the NYSE corporate governance requirements. Resources could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial Business Combination, our Public Shareholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to Public Shareholders, and our Warrants will expire worthless. We anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys, consultants and others. If we decide not to complete a specific initial Business Combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial Business Combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial Business Combination, our Public Shareholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to Public Shareholders, and our Warrants will expire worthless. 29 We may engage in a Business Combination with one or more target businesses that have relationships with entities that may be affiliated with our Sponsor, officers, directors or existing holders which may raise potential conflicts of interest. In light of the involvement of our Sponsor, its managing members, and our officers and directors with other entities, we may decide to acquire one or more businesses affiliated with or competitive with our Sponsor, officers, directors and their respective affiliates or existing holders. Our directors also serve as officers and/or board members for other entities. Such entities may compete with us for Business Combination opportunities. Our Sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our initial Business Combination with any entities with which they are affiliated, and there have been no substantive discussions concerning a Business Combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a Business Combination and such transaction was approved by a majority of our independent and disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions regarding the fairness to our Company from a financial point of view of a Business Combination with one or more domestic or international businesses affiliated with our Sponsor, officers, directors or existing holders, potential conflicts of interest still may exist and, as a result, the terms of the Business Combination may not be as advantageous to our Public Shareholders as they would be absent any conflicts of interest. Since our Sponsor, officers and directors, any other holder of our Founder Shares, including any non-managing Sponsor investors, may lose their entire investment in us if our initial Business Combination is not completed (other than with respect to Public Shares they may acquire), a conflict of interest may arise in determining whether a particular Business Combination target is appropriate for our initial Business Combination. On September6, 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 October15, 2024, all 7,187,500 Class B Ordinary Shares were transferred by such entity to our Sponsor for no additional consideration to us. Prior to the initial investment in the company of $25,000, the company had no assets, tangible or intangible. The purchase price of the Founder Shares was determined by dividing the amount of cash contributed to the Company by the number of Founder Shares issued. 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 28,750,000units if the underwriters over-allotmentoption is exercised in full (which it was), and therefore that such Founder Shares would represent 20% of the issued and outstanding Ordinary Shares after the Initial Public Offering. Because our Sponsor acquired Class B Ordinary Shares at a nominal price, our Public Shareholders incurred an immediate and substantial dilution upon the closing of the Initial Public Offering. Further, the Class A Ordinary Shares issuable in connection with the conversion of Class B Ordinary Shares may result in material dilution due to such anti-dilutionadjustments that result in the issuance of ClassA Ordinary Shares on a greater than one-to-onebasis upon conversion of Class B Ordinary Shares. The Founder Shares will be worthless if we do not complete an initial Business Combination, except to the extent they receive liquidating distributions from assets outside of the Trust Account. In addition, our Sponsor purchased an aggregate of 2,500,000Private Placement Warrants, each exercisable to purchase one ClassA 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 concurrently with the closing of the Initial Public Offering. Those Private Placement Warrants will be worthless if we do not complete our initial Business Combination. The personal and financial interests of our officers and directors may influence their motivation in identifying and selecting a target Business Combination, completing an initial Business Combination and influencing the operation of the business following the initial Business Combination. This risk may become more acute as the end of the Completion Window nears, which is the deadline for our completion of an initial Business Combination. 30 We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a Business Combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders investment in us. Although we have no commitments as of the date of this Report to issue any notes or other debt securities, or to otherwise incur outstanding debt, we may choose to incur substantial debt to complete our initial Business Combination. The incurrence of debt could have a variety of negative effects, including: | | default and foreclosure on our assets if our operating revenues after an initial Business Combination are insufficient to repay our debt obligations; | | | | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; | | | | our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; | | | | our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding; | | | | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for expenses, capital expenditures, acquisitions and other general corporate purposes; | | | | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; | | | | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and | | | | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. | | We may only be able to complete one Business Combination with the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability. As of December 31, 2025, we have funds available of $271,690,875 in our Trust Account that we may use to complete our initial Business Combination (after taking into account the $8,625,000 of deferred underwriting commissions and $8,625,000 of deferred advisory fees being held in the Trust Account). We may effectuate our initial Business Combination with a single target business or multiple target businesses simultaneously or within a short period of time. However, we may not be able to effectuate our initial Business Combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial Business Combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several Business Combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be: | | solely dependent upon the performance of a single business, property or asset, or | | | | dependent upon the development or market acceptance of a single or limited number of products, processes or services. | | 31 This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our initial Business Combination. We may attempt to simultaneously complete Business Combinations with multiple prospective targets, which may hinder our ability to complete our initial Business Combination and give rise to increased costs and risks that could negatively impact our operations and profitability. If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other Business Combinations, which may make it more difficult for us, and delay our ability, to complete our initial Business Combination. With multiple Business Combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations. We may attempt to complete our initial Business Combination with a private company about which little information is available, which may result in a Business Combination with a company that is not as profitable as we suspected, if at all. In pursuing our Business Combination strategy, we may seek to effectuate our initial Business Combination with a privately held company. Very little public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial Business Combination on the basis of limited information, which may result in a Business Combination with a company that is not as profitable as we suspected, if at all. We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial Business Combination with which a substantial majority of our shareholders do not agree. Our amended and restated memorandum and articles of association will not provide a specified maximum redemption threshold. Our proposed initial Business Combination may impose a minimum cash requirement for (i)cash consideration to be paid to the target or its owners, (ii)cash for working capital or other general corporate purposes or (iii)the retention of cash to satisfy other conditions. As a result, we may be able to complete our initial Business Combination even though a substantial majority of our Public Shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our initial Business Combination and do not conduct redemptions in connection with our initial Business Combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our Sponsor, officers, directors, advisors or any of their affiliates. In the event the aggregate cash consideration we would be required to pay for all ClassA Ordinary Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed Business Combination exceed the aggregate amount of cash available to us and such minimum cash requirement is not waived, we will not complete the Business Combination or redeem any shares, all ClassA Ordinary Shares submitted for redemption will be returned to the holder thereof, and we instead may search for an alternate Business Combination. 32 In order to effectuate an initial Business Combination, special purpose acquisition companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their Warrant agreements. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial Business Combination that our shareholders may not support. In order to effectuate a Business Combination, special purpose acquisition companies have, in the recent past, amended various provisions of their charters and governing instruments, including their Warrant agreements. For example, special purpose acquisition companies have extended the time to consummate an initial Business Combination and, with respect to their Warrants, amended their Warrant agreements to require the Warrants to be exchanged for cash and/or other securities. Amending our amended and restated memorandum and articles of association will require a special resolution under Cayman Islands law, which requires the affirmative vote of at least two-thirds(or, in the scenarios described below, 90%) 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, and amending our Warrant agreement will require a vote of holders of at least 50% of the Public Warrants and, solely with respect to any amendment to the terms of the Private Placement Warrants or any provision of the Warrant agreement with respect to the Private Placement Warrants (including, for the avoidance of doubt, the forfeiture or cancellation of any Private Placement Warrants), 50% of the then outstanding Private Placement Warrants. In addition, our amended and restated memorandum and articles of association requires us to provide our Public Shareholders with the opportunity to redeem their Public Shares, regardless of whether they abstain, vote for, or vote against, our initial Business Combination, for cash if we propose an amendment to our amended and restated memorandum and articles of association (A)to modify the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete an initial Business Combination within the Completion Window or (B)with respect to any other material provisions relating to the rights of holders of our ClassA Ordinary Shares or pre-initial Business Combination activity. To the extent any of such amendments would be deemed to fundamentally change the nature of the Public Shares or Public Warrants, we would register, or seek an exemption from registration for, the affected securities. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments, including the Warrant agreement, or extend the time to consummate an initial Business Combination in order to effectuate our initial Business Combination. The provisions of our amended and restated memorandum and articles of association that relate to our pre-Business Combination activity (and corresponding provisions of the agreement governing the release of funds from our Trust Account) may be amended with the approval of holders of not less than two-thirds of our Ordinary Shares which are represented in person or by proxy and are voted at a general meeting of the company, which is a lower amendment threshold than that of some other special purpose acquisition companies. It may be easier for us, therefore, to amend our amended and restated memorandum and articles of association to facilitate the completion of an initial Business Combination that some of our shareholders may not support. Our amended and restated memorandum and articles of association provide that any of its provisions related to pre-Business Combination activity (including the requirement not to release the proceeds of the Initial Public Offering and the private placement of Warrants deposited into the Trust Account except in specified circumstances, and to provide redemption rights to Public Shareholders, and other than amendments relating to the provisions regulating the appointment and removal of directors, which require 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) may be amended if approved by special resolution, under Cayman Islands law. Except as specified above with respect to matters requiring a 90% majority, a special resolution requires the affirmative vote of at least two-thirdsof 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 of which notice specifying the intention to propose the resolution as a special resolution has been duly given, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter. Corresponding provisions of the trust agreement governing the release of funds from our Trust Account may be amended if approved by the affirmative vote of at least two-thirdsof our Ordinary Shares which are represented in person or by proxy and are voted at a general meeting of the company. Our Initial Shareholders, who, together, beneficially owned 20% of our Ordinary Shares after the closing of the Initial Public Offering, will participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated memorandum and articles of association which govern our pre-Business Combination behavior more easily than some other special purpose acquisition companies, and this may increase our ability to complete a Business Combination with which you do not agree. 33 Our Sponsor, officers, directors and director nominees have agreed, pursuant to a letter agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A)to modify the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Completion Window or (B)with respect to any other material provisions relating to the rights of holders of our ClassA Ordinary Shares or pre-initial Business Combination activity, in each case unless we provide our Public Shareholders with the opportunity to redeem their ClassA Ordinary Shares upon the approval and effectiveness of any such amendment at a per-shareprice, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable), divided by the number of then outstanding Public Shares. Our shareholders are not parties to, or third-partybeneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our Sponsor, officers, directors or director nominees for any breach of these agreements. As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law. We may be unable to obtain additional financing to complete our initial Business Combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular Business Combination. We have not selected any specific Business Combination target but intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants. As a result, if the cash portion of the purchase price exceeds the amount available from the Trust Account, net of amounts needed to satisfy any redemption by Public Shareholders, we may be required to seek additional financing to complete such proposed initial Business Combination. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial Business Combination, we would be compelled to either restructure the transaction or abandon that particular Business Combination and seek an alternative target business candidate. Further, we may be required to obtain additional financing in connection with the closing of our initial Business Combination for general corporate purposes, including for maintenance or expansion of operations of the post-transactionbusinesses, the payment of principal or interest due on indebtedness incurred in completing our initial Business Combination, or to fund the purchase of other companies. If we are unable to complete our initial Business Combination, our Public Shareholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to Public Shareholders, and our Warrants will expire worthless. In addition, even if we do not need additional financing to complete our initial Business Combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or shareholders is required to provide any financing to us in connection with or after our initial Business Combination. Our Sponsor will control the appointment of our Board of Directors until consummation of our initial Business Combination and will hold a substantial interest in us. As a result, it will appoint all of our directors prior to the consummation of our initial Business Combination and may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support. Our Sponsor owns 20% of our issued and outstanding Ordinary Shares. Accordingly, they may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our amended and restated memorandum and articles of association. This potential concentration of influence could be disadvantageous to other shareholders with interests different from those of our Sponsor. To the extent that any non-managingSponsor investors acquire membership interests in the Sponsor, they will have no right to control the Sponsor or vote or dispose of any securities held by the Sponsor. In addition, the Founder Shares, all of which are held by our Sponsor, will entitle the holders to vote to appoint all of our directors prior to the consummation of our initial Business Combination. Holders of our Public Shares will have no right to vote on the appointment or removal of directors during such time. These provisions of our amended and restated memorandum and articles of association may only be amended if approved 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. As a result, Public Shareholders will not have any influence over the appointment or removal of directors prior to our initial Business Combination. 34 If our Sponsor purchases any additional ClassA Ordinary Shares in the aftermarket or in privately negotiated transactions, this would increase its control. Neither our Sponsor nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities, other than as disclosed in the IPO Registration Statement. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our ClassA Ordinary Shares. In addition, since only holders of our ClassB Ordinary Shares will have the right to vote on the appointment and removal of directors prior to our initial Business Combination, our Initial Shareholders will continue to exert control at least until the completion of our initial Business Combination. Accordingly, our Sponsor will continue to exert control at least until the completion of our initial Business Combination. We may not be able to complete an initial Business Combination because such initial Business Combination may be subject to regulatory review and approval requirements, including foreign investment regulations and review by government entities such as the Committee on Foreign Investment in the UnitedStates (CFIUS), or may be ultimately prohibited. While our Sponsor is a limited liability company formed in Delaware and is not controlled by, nor has substantial ties with, a non-U.S. person, our initial Business Combination may be subject to regulatory review and approval requirements by governmental entities, or ultimately prohibited. For example, CFIUS has authority to review direct or indirect foreign investments in U.S.companies. Among other things, CFIUS is empowered to require certain foreign investors to make mandatory filings, to charge filing fees related to such filings, and to self-initiatenational security reviews of foreign direct and indirect investments in U.S.companies if the parties to that investment choose not to file voluntarily. In the case that CFIUS determines an investment to be a threat to national security, CFIUS has the power to unwind or place restrictions on the investment. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends onamong other factorsthe nature and structure of the transaction, including the level of beneficial ownership interest and the nature of any information or governance rights involved. For example, investments that result in control of a U.S.business by a foreign person always are subject to CFIUS jurisdiction. CFIUSs expanded jurisdiction under the Foreign Investment Risk Review Modernization Actof2018 and implementing regulations that became effective on February13, 2020 further includes investments that do not result in control of a U.S.business by a foreign person but afford certain foreign investors certain information or governance rights in a U.S.business that has a nexus to critical technologies, critical infrastructure and/or sensitive personal data. If a particular proposed initial Business Combination with a U.S.business falls within CFIUSs jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit to CFIUS review on a voluntary basis, or to proceed with the transaction without submitting to CFIUS and risk CFIUS intervention, before or after closing the transaction. CFIUS may decide to block or delay our proposed initial Business Combination, impose conditions with respect to such initial Business Combination or request the President of the UnitedStates to order us to divest all or a portion of the U.S.target business of our initial Business Combination that we acquired without first obtaining CFIUS approval, which may limit the attractiveness of, delay or prevent us from pursuing certain target companies that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial Business Combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have any foreign ownership issues. In addition, certain federally licensed businesses may be subject to rules or regulations that limit foreign ownership. The process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete our initial Business Combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we are unable to consummate our initial Business Combination within the applicable time period required under our amended and restated memorandum and articles of association, including as a result of extended regulatory review of a potential initial Business Combination, we will (i)cease all operations except for the purpose of winding up, (ii)as promptly as reasonably possible but not more than tenbusinessdays thereafter (and subject to lawfully available funds therefor), redeem the Public Shares, at a per-shareprice, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstandingPublic Shares, which redemption will completely extinguish Public Shareholders rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii)as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board of Directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, our shareholders will miss the opportunity to benefit from an investment in a target company and the appreciation in value of such investment. Additionally, our Warrants may be worthless. 35 Attractive targets for special purpose acquisition companies may become scarcer and there may be more competition for attractive targets, or such attractive targets may not be interested to consummate a Business Combination with a SPAC due to a negative public perception of mergers involving SPACs. This could increase the cost of our initial Business Combination and could even result in our inability to find a target or to consummate an initial Business Combination. Many potential targets for special purpose acquisition companies have already entered into an initial Business Combination, and there are numerous special purpose acquisition companies preparing for an initial public offering, as well as many such companies currently in registration. As a result, at times, fewer attractive targets may be available to consummate an initial Business Combination. In addition, because there are numerous special purpose acquisition companies seeking to enter into an initial Business Combination with available targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause target companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns (including a negative public perception of mergers involving SPACs), geopolitical tensions, or increases in the cost of additional capital needed to close Business Combinations or operate targets post-Business Combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability to find and consummate an initial Business Combination and may result in our inability to consummate an initial Business Combination on terms favorable to our investors altogether. Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions, could adversely affect our business, financial condition or results of operations, or our prospects. The funds in our operating account and our Trust Account will initially be held in banks or other financial institutions and will be invested only in U.S.government treasury obligations with a maturity of 185days or less or in money market funds meeting certain conditions under Rule2a-7under the Investment Company Act which invest only in direct U.S.government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time (based on our Management Teams ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearingdemand deposit account at a bank. Our cash held in these accounts may exceed any applicable FDIC insurance limits. Should events, including limited liquidity, defaults, non-performanceor other adverse developments occur with respect to the banks or other financial institutions that hold our funds, or that affect financial institutions or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, the value of the assets in our Trust Account could be impaired, which could have a material impact on our operating results, liquidity, financial condition and prospects. For example, on March10, 2023, the FDIC announced that Silicon Valley Bank had been closed by the California Department of Financial Protection and Innovation. We cannot guarantee that the banks or other financial institutions that will hold our funds will not experience similar issues. 36 Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial Business Combination with some prospective target businesses. The federal proxy rules require that the proxy statement with respect to the vote on an initial Business Combination include historical and pro forma financial statement disclosure. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the UnitedStates of America (GAAP) or international financial reporting standards as issued by the International Accounting Standards Board (IFRS) depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (UnitedStates) (PCAOB). These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial Business Combination within the prescribed time frame. Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial Business Combination, require substantial financial and management resources, and increase the time and costs of completing an initial Business Combination. Section404 of the Sarbanes-OxleyAct requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form10-Kfor the year ending December31, 2026. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-OxleyAct particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial Business Combination may not be in compliance with the provisions of the Sarbanes-OxleyAct regarding the adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-OxleyAct may increase the time and costs necessary to complete any such Business Combination. Risks Relating to the Post-Business Combination Company Subsequent to our completion of our initial Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment. Even if we conduct due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues that may be present within a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-downor write-offassets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cashitems and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existingdebt held by a target business or by virtue of our obtaining debt financing to partially finance the initial Business Combination or thereafter. Accordingly, any shareholders who choose to remain shareholders following the Business Combination could suffer a reduction in the value of their securities. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the Business Combination contained an actionable material misstatement or material omission. 37 The officers and directors of a target business may resign upon completion of our initial Business Combination. The loss of a Business Combination targets key personnel could negatively impact the operations and profitability of our post-combination business. The role of a target business key personnel upon the completion of our initial Business Combination cannot be ascertained at this time. Although we contemplate that certain members of a target business Management Team will remain associated with the target business following our initial Business Combination, it is possible that members of the management of a target business will not wish to remain in place. Our management may not be able to maintain control of a target business after our initial Business Combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business. We may structure our initial Business Combination so that the post-transactioncompany in which our Public Shareholders own shares will own less than 100% of the equity interests or assets of a target business, but we will only complete such Business Combination if the post-transactioncompany 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 us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-transactioncompany owns 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 Business Combination 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 ClassA Ordinary 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% interest in the target. However, as a result of the issuance of a substantial number of new ClassA Ordinary Shares, our shareholders immediately prior to such transaction could own less than a majority of our issued and outstanding ClassA Ordinary Shares subsequent to such transaction. In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the companys shares than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain control of the target business. We may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial Business Combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company. When evaluating the desirability of effecting our initial Business Combination with a prospective target business, our ability to assess the target businesss management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target businesss management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target businesss management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combinationbusiness may be negatively impacted. Accordingly, any shareholders who choose to remain shareholders following the Business Combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the Business Combination contained an actionable material misstatement or material omission. We may seek Business Combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results. We may seek Business Combination opportunities with large, highly complex companies that we believe would benefit from operational improvements. While we intend to implement such improvements, to the extent that our efforts are delayed or we are unable to achieve the desired improvements, the Business Combination may not be as successful as we anticipate. 38 To the extent we complete our initial Business Combination with a large complex business or entity with a complex operating structure, we may also be affected by numerous risks inherent in the operations of the business with which we combine, which could delay or prevent us from implementing our strategy. Although our Management Team will endeavor to evaluate the risks inherent in a particular target business and its operations, we may not be able to properly ascertain or assess all of the significant risk factors until we complete our Business Combination. If we are not able to achieve our desired operational improvements, or the improvements take longer to implement than anticipated, we may not achieve the gains that we anticipate. Furthermore, some of these risks and complexities may be outside of our control and leave us with no ability to control or reduce the chances that those risks and complexities will adversely impact a target business. Such combination may not be as successful as a combination with a smaller, less complex organization. The share price of the post-Business Combination company may be less than the Redemption Price (as defined below) of our Ordinary Shares. Each Unit sold in our Initial Public Offering at an offering price of $10.00 per Unit consisted of one Class A Ordinary Share, par value $0.0001 (Ordinary Share) and one-third of one redeemable Warrant (Warrant). Of the proceeds we received from the Initial Public Offering and the private placement, $287,500,000 was placed in our Trust Account. We will provide our Public Shareholders the opportunity to redeem all or a portion of their Ordinary Shares in connection with the completion of our initial Business Combination, and potentially upon the occurrence of certain other events prior to our initial Business Combination. We expect that the pro rata redemption price in any redemption will be approximately $10.00 per Public Share as of the date hereof (the Redemption Price), representing a pro rata portion of our Trust Account without taking into account any interest or other income earned on such funds (less any withdrawals from such interest or income for taxes paid), although the Redemption Price may be less in certain circumstances. As a result, Ordinary Shareholders who own our Ordinary Shares on a redemption date can anticipate receiving the Redemption Price in connection with a redemption for each Ordinary Share that they choose to redeem. There can be no assurance that, after our initial Business Combination, our Ordinary Shareholders will be able to sell their shares in the post-Business Combination company for the Redemption Price, or any higher price. We have not yet identified a target, and are therefore unable to provide any assurance as to its financial condition, business prospects or potential risks. It is therefore possible that the share price of the post-Business Combination company may decline below the Redemption Price. In recentyears, the share prices of many post-Business Combination companies have fallen following a Business Combination. As a result, if our Ordinary Shareholders continue to hold shares in the post-Business Combination company following our initial Business Combination, we cannot assure our shareholders that the trading price of such shares will be greater than the Redemption Price. Risks Relating to Acquiring and Operating a Business in Foreign Countries If we effect our initial Business Combination with a company located outside of the UnitedStates, we would be subject to a variety of additional risks that may adversely affect us. If we pursue a target company with operations or opportunities outside of the UnitedStates for our initial Business Combination, we may face additional burdens in connection with investigating, agreeing to and completing such initial Business Combination, and if we effect such initial Business Combination, we would be subject to a variety of additional risks that may negatively impact our operations. If we pursue a target a company with operations or opportunities outside of the UnitedStates for our initial Business Combination, we would be subject to risks associated with cross-borderBusiness Combinations, including in connection with investigating, agreeing to and completing our initial Business Combination, conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates. 39 If we effect our initial Business Combination with such a company, we would be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following: | | costs and difficulties inherent in managing cross-borderbusiness operations; | | | | rules and regulations regarding currency redemption; | | | | complex corporate withholding taxes on individuals; | | | | laws governing the manner in which future Business Combinations may be effected; | | | | exchange listing and/or delisting requirements; | | | | tariffs and trade barriers; | | | | regulations related to customs and import/export matters; | | | | | local or regional economic policies and market conditions; | | | | | unexpected changes in regulatory requirements; | | | | | challenges in managing and staffing international operations; | | | | | longer payment cycles; | | | | | tax issues, such as tax law changes and variations in tax laws as compared to the UnitedStates; | | | | | currency fluctuations and exchange controls; | | | | | rates of inflation; | | | | | challenges in collecting accounts receivable; | | | | | cultural and language differences; | | | | | employment regulations; | | | | | underdeveloped or unpredictable legal or regulatory systems; | | | | | corruption; | | | | | protection of intellectual property; | | | | | social unrest, crime, strikes, riots and civil disturbances; | | | | | regime changes and political upheaval; | | | | | terrorist attacks, natural disasters, widespread health emergencies and wars; and | | | | | deterioration of political relations with the UnitedStates. | | We may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such initial Business Combination, or, if we complete such initial Business Combination, our operations might suffer, either of which may adversely impact our business, financial condition and results of operations. 40 We may reincorporate in or transfer by way of continuation to another jurisdiction in connection with our initial Business Combination, and the laws of such jurisdiction may govern some or all of our future material agreements and we may not be able to enforce our legal rights. In connection with our initial Business Combination, we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction. If we determine to do this, the laws of such jurisdiction may govern some or all of our future material agreements. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the UnitedStates. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital. We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance. We are subject to rules and regulations by various governing bodies, including, for example, the Securities and Exchange Commission, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generatingactivities to compliance activities. Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed. If our management following our initial Business Combination is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues. Following our initial Business Combination, our management may resign from their positions as officers or directors of the company and the management of the target business at the time of the Business Combination will remain in place. Management of the target business may not be familiar with U.S.securities laws. If new management is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consumingand could lead to various regulatory issues which may adversely affect our operations. Exchange rate fluctuations and currency policies may cause a target business ability to succeed in the international markets to be diminished. In the event we acquire a non-U.S.target, all revenues and income would likely be received in a foreign currency, and the dollar equivalent of our net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency. The value of the currencies in our target regions fluctuate and are affected by, among other things, changes in political and economic conditions. Any change in the relative value of such currency against our reporting currency may affect the attractiveness of any target business or, following consummation of our initial Business Combination, our financial condition and results of operations. Additionally, if a currency appreciates in value against the dollar prior to the consummation of our initial Business Combination, the cost of a target business as measured in dollars will increase, which may make it less likely that we are able to consummate such transaction. After our initial Business Combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue will be derived from our operations in such country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and legal policies, developments and conditions in the country in which we operate. The economic, political and social conditions, as well as government policies, of the country in which our operations are located could affect our business. Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future. If in the future such countrys economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to find an attractive target business with which to consummate our initial Business Combination and if we effect our initial Business Combination, the ability of that target business to become profitable. 41 Risks Relating to Our Management Team We are dependent upon our officers and directors and their loss, or a reduction in the amount of time they can dedicate to our initial Business Combination, could adversely affect our ability to operate. Our operations are dependent upon a relatively small group of individuals and, in particular, our officers and directors. We believe that our success depends on the continued service of our officers and directors, at least until we have completed our initial Business Combination. In addition, our officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying potential Business Combinations and monitoring the related due diligence. We do not have an employment agreement with, or key-maninsurance on the life of, any of our directors or officers. The unexpected loss of the services of one or more of our directors or officers could have a detrimental effect on us. The ownership interest of our Sponsor may change, and our Sponsor may divest its ownership interest in us before identifying a Business Combination or in order to facilitate a Business Combination, which could deprive us of key personnel and advisors. 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 securities of our company held of record by the Sponsor as well as all Private Placement Warrants. All our officers and directors own individual economic interests in our Sponsor. Pursuant to a letter agreement entered with us, our Sponsor and each of our directors and officers has agreed to restrictions on their ability to transfer assign, or sell the Founder Shares and Private Placement Warrants. Consequently, unless the Sponsor transfers Founder Shares pursuant to exceptions to the transfer restrictions under the letter agreement, the Founder Shares will continue to be owned by the Sponsor until the expiration of the transfer restrictions following the consummation of our initial Business Combination. Our Sponsors operating agreement generally prohibits transfers of membership interests without the consent of at least two out of three managing members of our Sponsor. As the managing members of our Sponsor, Mr.Barcelo, Mr.Anderson and Mr.Atkins may consent to transfers of membership interests. As a result, there is a risk that our Sponsor (or Mr.Barcelo, Mr.Anderson or Mr.Atkins) may divest its (or his or our officers and directors) ownership or economic interests in us or in the Sponsor before a Business Combination target is identified, which would likely result in the companys loss of certain key personnel, including Mr.Anderson and Mr.Atkins. Additionally, there can be no assurance that any replacement Sponsor or key personnel will successfully identify a Business Combination target for us, or, even if one is so identified, successfully complete such Business Combination. Our ability to successfully effect our initial Business Combination and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us following our initial Business Combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business. Our ability to successfully effect our initial Business Combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management or advisory positions following our initial Business Combination, it is likely that some or all of the management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial Business Combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements. 42 Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular Business Combination, and a particular Business Combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our initial Business Combination and as a result, may cause them to have conflicts of interest in determining whether a particular Business Combination is the most advantageous. Our key personnel may be able to remain with our company after the completion of our initial Business Combination only if they are able to negotiate employment or consulting agreements in connection with the Business Combination. Such negotiations would take place simultaneously with the negotiation of the Business Combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the Business Combination. Such negotiations also could make such key personnels retention or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business, subject to their fiduciary duties under Cayman Islands law. Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial Business Combination. 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-timeemployees prior to the completion of our initial Business Combination. Each of our officers is engaged in other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number ofhours per week to our affairs. Our independent directors also serve as officers and board members for other entities. If our officers and directors other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial Business Combination. 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. Our officers and directors presently have, and any of them in the future may have additional fiduciary or contractual obligations to other entities, including other blank check companies, and, accordingly, may have conflicts of interest in allocating their time and in determining to which entity a particular business opportunity should be presented. Until we consummate our initial Business Combination, we intend to engage in the business of identifying and combining with one or more businesses. Our Sponsor, its managers, and our officers and directors are, or may in the future become, affiliated with entities (such as operating companies or investment vehicles) that are engaged in a similar business. We do not have employment contracts with our officers and directors that will limit their ability to work at other businesses. In addition, our Sponsor, officers and directors may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our 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 blank check company with which they may become involved. Our Sponsor, officers and directors have complete discretion, subject to applicable fiduciary duties, as to which blank check company they choose to pursue a Business Combination and the order in which they pursue Business Combinations for any of their existing or future blank check companies. As a result, our Sponsor, officers and directors may pursue Business Combinations for blank check companies that it has Sponsored in any order, which could result in its more recent blank check companies completing Business Combinations prior to its blank check companies that were launched earlier. 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. 43 Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests. We have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a Business Combination with a target business that is affiliated with our Sponsor, our directors or officers, although we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours. 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. The personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing a Business Combination. Consequently, our directors and officers discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular Business Combination are appropriate and in our shareholders best interest. If this were the case, it would be a breach of their fiduciary duties to us as a matter of Cayman Islands law and we or our shareholders might have a claim against such individuals for infringing on our shareholders rights. However, we might not ultimately be successful in any claim we may make against them for such reason. Members of our Management Team and Board of Directors have significant experience as founders, board members, officers, executives or employees of other companies. Certain of those persons have been, are currently, or may become, involved in litigation, investigations or other proceedings, including related to those companies or otherwise. This may have an adverse effect on us, which may impede our ability to consummate an initial Business Combination. During the course of their careers, members of our Management Team and Board of Directors have had significant experience as founders, board members, officers, executives or employees of other companies. Certain of those persons have been, are currently or may in the future become involved in litigation, investigations or other proceedings, including relating to the business affairs of such companies, transactions entered into by such companies, or otherwise. Any such litigation, investigations or other proceedings may divert the attention and resources of our Management Team and Board of Directors away from identifying and selecting a target business or businesses for our initial Business Combination and may negatively affect our reputation, which may impede our ability to complete an initial Business Combination. Members of our Management Team and affiliated companies may have been, and may in the future be, involved in civil disputes or governmental investigations unrelated to our business. Members of our Management Team have been (and intend to be) involved in a wide variety of businesses. Such involvement has, and may lead to, media coverage and public awareness. As a result, members of our Management Team and affiliated companies may have been, and may in the future be, involved in civil disputes or governmental investigations unrelated to our business. Any such claims or investigations may be detrimental to our reputation and could negatively affect our ability to identify and complete an initial Business Combination and may have an adverse effect on the price of our securities. 44 Our letter agreement with our Sponsor, officers and directors may be amended without shareholder approval. Our letter agreement with our Sponsor, officers and directors contains provisions relating to transfer restrictions of our Founder Shares and Private Placement Warrants, indemnification of the Trust Account, waiver of redemption rights and participation in liquidating distributions from the Trust Account. The letter agreement may be amended without shareholder approval (although releasing the parties from the restriction not to transfer the Founder Shares for 185days following the date of the IPO Registration Statement will require the prior written consent of the underwriter). While we do not expect our board to approve any amendment to the letter agreement prior to our initial Business Combination, it may be possible that our board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to the letter agreement. Any such amendments to the letter agreement would not require approval from our shareholders and may have an adverse effect on the value of an investment in our securities. Risks Relating to Our Securities You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your Public Shares or Warrants, potentially at a loss. Our Public Shareholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of: (i)our completion of an initial Business Combination, and then only in connection with those ClassA Ordinary Shares that such shareholder properly elected to redeem, subject to the limitations and on the conditions described herein, (ii)the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A)to modify the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Completion Window or (B)with respect to any other material provisions relating to the rights of holders of our ClassA Ordinary Shares or pre-initial Business Combination activity, and (iii)the redemption of our Public Shares if we are unable to complete an initial Business Combination within the Completion Window, subject to applicable law and as further described herein. In no other circumstances will a Public Shareholder have any right or interest of any kind in the Trust Account. Holders of Warrants will not have any right to the proceeds held in the Trust Account with respect to the Warrants. Accordingly, to liquidate your investment, you may be forced to sell your Public Shares or Warrants, potentially at a loss. NYSE may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions. Our units, Class A Ordinary Shares and Warrants are listed on the NYSE. We cannot assure you that our securities will continue to be listed on the NYSE in the future or prior to our initial Business Combination. In order to continue listing our securities on the NYSE prior to our initial Business Combination, we must maintain certain financial, distribution and share price levels. Generally, we must maintain a minimum market capitalization (generally $50,000,000) and a minimum number of holders of our securities (generally 300 public holders). Additionally, in connection with our initial Business Combination, we will be required to demonstrate compliance with the NYSEs initial listing requirements, which are more rigorous than NYSEs continued listing requirements, in order to continue to maintain the listing of our securities on the NYSE. For instance, in order for our shares to be listed upon the consummation of our Business Combination, at such time our share price would generally be required to be at least $4.00 per share, our total market capitalization would be required to be at least $150.0million, the aggregate market value of publicly held shares would be required to be at least $400.0million and we would be required to have at least 400 round lot shareholders. We cannot assure you that we will be able to meet those listing requirements at that time. 45 If the NYSE delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-countermarket. If this were to occur, we could face significant material adverse consequences, including: | | | a limited availability of market quotations for our securities; | | | | | reduced liquidity for our securities; | | | | | a determination that our ClassA Ordinary Shares are a penny stock which will require brokers trading in our ClassA Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; | | | | | a limited amount of news and analyst coverage; and | | | | | a decreased ability to issue additional securities or obtain additional financing in the future. | | The National Securities Markets Improvement Actof1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as covered securities. Because our units, ClassA Ordinary Shares and Warrants are listed on the NYSE, our units, ClassA Ordinary Shares and Warrants qualify as covered securities under the statute. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on the NYSE, our securities would not qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer our securities. The nominal purchase price paid by our Sponsor for the Founder Shares may result in significant dilution to the implied value of your Public Shares upon the consummation of our initial Business Combination, and our Sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial Business Combination, even if the Business Combination causes the trading price of our Ordinary Shares to materially decline. Prior to our Initial Public Offering, 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 costs in exchange for 7,187,500 Class B Ordinary Shares. On October15, 2024, all 7,187,500 Class B Ordinary Shares were transferred by such entity to our Sponsor for no additional consideration. As a result of such transfer, the value of your Public Shares may be significantly diluted upon the consummation of our initial Business Combination, when the Founder Shares are converted into Public Shares. Because our Sponsor acquired Class B Ordinary Shares at a nominal price, our Public Shareholders incurred an immediate and substantial dilution upon the closing of the Initial Public Offering, assuming no value is ascribed to the Public Warrants included in the units. Further, the Class A Ordinary Shares issuable in connection with the conversion of Class B Ordinary Shares may result in material dilution to our Public Shareholders due to the anti-dilutionrights of Class B Ordinary Shares that may result in an issuance of Class A Ordinary Shares on a greater than one-to-onebasis upon conversion. 46 The following table shows the Public Shareholders and our Sponsors investment per share and how these compare to the implied value of one ClassA Ordinary Share upon the completion of our initial Business Combination. The following table assumes that (i)our valuation is $270,250,000 (which is the amount we had in the Trust Account for our initial Business Combination following payment of the underwriters deferred commissions and deferred advisory fees), (ii)no interest is earned on the funds held in the Trust Account, (iii)no Public Shares are redeemed in connection with our initial Business Combination and (iv)all Founder Shares are held by our Initial Shareholders upon completion of our initial Business Combination, and does not take into account other potential impacts on our valuation at the time of the initial Business Combination, such as (i)the value of our public and Private Placement Warrants, (ii)the trading price of our ClassA Ordinary Shares, (iii)the initial Business Combination transaction costs (other than the payment of $8,625,000 of deferred underwriting commissions and $8,625,000 of deferred advisory fees), (iv)any equity issued or cash paid to the targets sellers, (v)any equity issued to other third-partyinvestors, or (vi)the targets business itself. | Public Shares | | | 28,750,000 | | | | Founder Shares | | | 7,187,500 | | | | Total shares | | | 35,937,500 | | | | Total funds in trust available for initial Business Combination | | $ | 270,250,000 | | | | Public Shareholders investment per ClassA Ordinary Share(1) | | $ | 10.00 | | | | Sponsors investment per ClassB Ordinary Share(2) | | $ | 0.003 | | | | Initial implied value per public share | | $ | 9.40 | | | | Implied value per share upon consummation of initial Business Combination(3) | | $ | 7.52 | | | | (1) | While the Public Shareholders investment is in both the Public Shares and the Public Warrants, for purposes of this table the full investment amount is ascribed to the Public Shares only. | | | (2) | The total investment in the equity of the company by or attributed to the Sponsor is $2,525,000, consisting of (i)$25,000 paid by an entity wholly owned by Daniel Barcelo, one of our Directors, for the Founder Shares upon original issuance (with all such Founder Shares subsequently being transferred to our Sponsor for no additional consideration) and (ii)$2,500,000 paid by the Sponsor for 2,500,000 Private Placement Warrants. For purposes of this table, the full investment amount is ascribed to the Founder Shares only. | | | (3) | All Founder Shares would automatically convert into ClassA Ordinary Shares upon completion of our initial Business Combination or earlier at the option of the holder. | | Based on these assumptions, each ClassA Ordinary Share would have an implied value of $7.52 per share upon completion of our initial Business Combination, representing an approximately 20.0% decrease from the initial implied value of $9.40 per public share. While the implied value of $7.52 per ClassA Ordinary Share upon completion of our initial Business Combination would represent a dilution to our Public Shareholders, this would represent a significant increase in value for our Sponsor relative to the price it paid for each Founder Share. At $7.52 per ClassA Ordinary Share, the 7,187,500 ClassA Ordinary Shares that the Sponsor would own upon completion of our initial Business Combination (after automatic conversion of the 7,187,500 Founder Shares) would have an aggregate implied value of $54,050,000. As a result, even if the trading price of our ClassA Ordinary Share significantly declines, the value of the Founder Shares held by our Sponsor will be significantly greater than the amount our Sponsor paid to purchase such shares. In addition, our Sponsor could potentially recoup its entire investment in our company even if the trading price of our ClassA Ordinary Shares after the initial Business Combination is as low as $0.35 per share. As a result, our Sponsor is likely to earn a substantial profit on its investment in us upon disposition of its ClassA Ordinary Shares even if the trading price of our ClassA Ordinary Shares declines after we complete our initial Business Combination. Our Sponsor may therefore be economically incentivized to complete an initial Business Combination with a riskier, weaker-performingor less-establishedtarget business than would be the case if our Sponsor had paid the same per-share price for the Founder Shares as our Public Shareholders paid for their Public Shares. The non-managingSponsor investors will share in any appreciation of the Founder Shares through their membership interests in the Sponsor if we successfully complete a Business Combination, so they may vote any Public Shares they own in favor of a Business Combination, and make a substantial profit on such interests, even if the Business Combination is with a target that ultimately declines in value and is not profitable for other Public Shareholders. 47 This dilution would increase to the extent that the anti-dilutionprovisions of the Founder Shares result in the issuance of ClassA Ordinary Shares on a greater than one-to-onebasis upon conversion of the Founder Shares at the time of our initial Business Combination and would become exacerbated to the extent that Public Shareholders seek redemptions from the trust for their Public Shares. In addition, because of the anti-dilutionprotection in the Founder Shares, any equity or equity-linkedsecurities issued in connection with our initial Business Combination would be disproportionately dilutive to our ClassA Ordinary Shares. The value of the Founder Shares following completion of our initial Business Combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our Ordinary Shares at such time is substantially less than $10.00 per public share. Our Sponsor has invested in us an aggregate of $2,525,000, comprised of the $25,000 purchase price for the Founder Shares and the $2,500,000 purchase price for the Private Placement Warrants. Assuming a trading price of $10.00 per public share upon consummation of our initial Business Combination, the 7,187,500 Founder Shares would have an aggregate implied value of $71,875,000. Even if the trading price of our Ordinary Shares were as low as $0.35 per share, and the Private Placement Warrants are worthless, the value of the Founder Shares would be equal to our Sponsors initial investment in us. As a result, our Sponsor is likely to be able to make a substantial profit on its investment in us at a time when our Public Shares have lost significant value. Accordingly, members of our Management Team, who own interests in our Sponsor, may be more willing to pursue a Business Combination with a riskier or less-establishedtarget business than would be the case if our Sponsor had paid the same per share price for the Founder Shares as our Public Shareholders paid for their Public Shares. An active trading market for our securities may not develop or be sustained, which would adversely affect the liquidity and price of our securities. The price of our securities may vary significantly due to one or more potential Business Combinations and general market or economic conditions, including as a result of geopolitical events like the conflicts in Ukraine, the Middle East and Southwest Asia, and economic impacts such as inflation. Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless an active market can be established and sustained. Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S.federal courts may be limited. We are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the UnitedStates upon our directors or officers, or enforce judgments obtained in the U.S.courts against our directors or officers. Our corporate affairs will be governed by our amended and restated memorandum and articles of association, the Companies Act (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. We will also be subject to the federal securities laws of the UnitedStates. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the UnitedStates. In particular, the Cayman Islands has a different body of securities laws as compared to the UnitedStates, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the UnitedStates. We have been advised by Appleby (Cayman) Ltd., our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i)to recognize or enforce against us judgments of courts of the UnitedStates predicated upon the civil liability provisions of the federal securities laws of the UnitedStates or any state; and (ii)in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the UnitedStates or any state, so far as the liabilities imposed by those provisions are penal in nature. Although there is no statutory enforcement in the Cayman Islands of judgments obtained in the UnitedStates, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. 48 As a result of all of the above, Public Shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the Board of Directors or controlling shareholders than they would as Public Shareholders of a U.S.company. After our initial Business Combination, it is possible that a majority of our directors and officers will live outside the UnitedStates and all of our assets will be located outside the UnitedStates; therefore, investors may not be able to enforce federal securities laws or their other legal rights. It is possible that after our initial Business Combination, a majority of our directors and officers will reside outside of the UnitedStates and all of our assets will be located outside of the UnitedStates. As a result, it may be difficult, or in some cases not possible, for investors in the UnitedStates to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of U.S.courts predicated upon civil liabilities and criminal penalties on our directors and officers under U.S.laws. Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our ClassA Ordinary Shares and could entrench management. Our amended and restated memorandum and articles of association contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions include the ability of the Board of Directors to designate the terms of and issue new series of preference shares, which may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities. Our amended and restated memorandum and articles of association provide that the courts of the Cayman Islands will be the exclusive forums for certain disputes between us and our shareholders, which could limit our shareholders ability to obtain a favorable judicial forum for complaints against us or our directors, officers or employees. Our amended and restated memorandum and articles of association provide that unless we consent in writing to the selection of an alternative forum, the courts of the Cayman Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with our amended and restated memorandum and articles of association or otherwise related in any way to each shareholders shareholding in us, including but not limited to (i)any derivative action or proceeding brought on our behalf, (ii)any action asserting a claim of breach of any fiduciary or other duty owed by any of our current or former directors, officers or other employees to us or our shareholders, (iii)any action asserting a claim arising pursuant to any provision of the Companies Act or our amended and restated memorandum and articles of association, or (iv)any action asserting a claim against us governed by the internal affairs doctrine (as such concept is recognized under the laws of the UnitedStates of America) and that each shareholder irrevocably submits to the exclusive jurisdiction of the courts of the Cayman Islands over all such claims or disputes. The forum selection provision in our amended and restated memorandum and articles of association will not apply to actions or suits brought to enforce any liability or duty created by the Securities Act, ExchangeAct or any claim for which the federal district courts of the UnitedStates of America are, as a matter of the laws of the UnitedStates of America, the sole and exclusive forum for determination of such a claim. Our amended and restated memorandum and articles of association also provide that, without prejudice to any other rights or remedies that we may have, each of our shareholders acknowledges that damages alone would not be an adequate remedy for any breach of the selection of the courts of the Cayman Islands as exclusive forum and that accordingly we shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the selection of the courts of the Cayman Islands as exclusive forum. 49 This choice of forum provision may increase a shareholders cost and limit the shareholders ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees. Any person or entity purchasing or otherwise acquiring any of our shares or other securities, whether by transfer, sale, operation of law or otherwise, shall be deemed to have notice of and have irrevocably agreed and consented to these provisions. There is uncertainty as to whether a court would enforce such provisions, and the enforceability of similar choice of forum provisions in other companies charter documents has been challenged in legal proceedings. It is possible that a court could find this type of provisions to be inapplicable or unenforceable, and if a court were to find this provision in our amended and restated memorandum and articles of association to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could have adverse effect on our business and financial performance. We may amend the terms of the Warrants in a manner that may be adverse to holders of Public Warrants with the approval by the holders of at least 50% of the then outstanding Public Warrants. As a result, the exercise price of your Warrants could be increased, the exercise period could be shortened and the number of ClassA Ordinary Shares purchasable upon exercise of a Warrant could be decreased, all without your approval. Our Warrants were issued in registered form under a Warrant agreement between Continental Stock Transfer& Trust Company, as Warrant agent, and us. The Warrant agreement provides that the terms of the Warrants may be amended without the consent of any holder for the purpose of (i)curing any ambiguity or to correct any defective provision or mistake, including to conform the provisions of the Warrant agreement to the description of the terms of the Warrants and the Warrant agreement set forth in the IPO Registration Statement, (ii)adjusting the provisions relating to cash dividends on Ordinary Shares as contemplated by and in accordance with the Warrant agreement or (iii)adding or changing any provisions with respect to matters or questions arising under the Warrant agreement as the parties to the Warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the Warrants, provided that the approval by the holders of at least 50% of the then-outstandingPublic Warrants is required to make any change that adversely affects the interests of the registered holders of Public Warrants. Accordingly, we may amend the terms of the Public Warrants in a manner adverse to a holder of Public Warrants if holders of at least 50% of the then outstanding Public Warrants approve of such amendment. Although our ability to amend the terms of the Public Warrants with the consent of at least 50% of the then outstanding Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the Warrants, convert the Warrants into cash or shares, shorten the exercise period or decrease the number of ClassA Ordinary Shares purchasable upon exercise of a Warrant. Our Warrant agreement designates the courts of the State of NewYork or the UnitedStates District Court for the Southern District of NewYork as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our Warrants, which could limit the ability of Warrant holders to obtain a favorable judicial forum for disputes with our company. Our Warrant agreement provides that, subject to applicable law, (i)any action, proceeding or claim against us arising out of or relating in any way to the Warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of NewYork or the UnitedStates District Court for the Southern District of NewYork, and (ii)that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. With respect to any complaint asserting a cause of action arising under the Securities Act or the rules and regulations promulgated thereunder, we note, however, that there is uncertainty as to whether a court would enforce this provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Notwithstanding the foregoing, these provisions of the Warrant agreement will not apply to suits brought to enforce any liability or duty created by the ExchangeAct or any other claim for which the federal district courts of the UnitedStates of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our Warrants shall be deemed to have notice of and to have consented to the forum provisions in our Warrant agreement. If any action, the subject matter of which is within the scope the forum provisions of the Warrant agreement, is filed in a court other than a court of the State of NewYork or the UnitedStates District Court for the Southern District of NewYork (a foreign action) in the name of any holder of our Warrants, such holder shall be deemed to have consented to: (x)the personal jurisdiction of the state and federal courts located in the State of NewYork in connection with any action brought in any such court to enforce the forum provisions (an enforcement action), and (y)having service of process made upon such Warrant holder in any such enforcement action by service upon such Warrant holders counsel in the foreign action as agent for such Warrant holder. This choice-of-forumprovision may limit a Warrant holders ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our Warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and Board of Directors. 50 A provision of our Warrant agreement may make it more difficult for us to consummate an initial Business Combination. If (i)we issue additional Ordinary Shares or equity-linkedsecurities for capital raising purposes in connection with the closing of our initial Business Combination at a Newly Issued Price of less than $9.20 per ClassA Ordinary Share, (ii)the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial Business Combination, and (iii)the Market Value of our ClassA Ordinary Shares is below $9.20 per share, then the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial Business Combination with a target business. We may redeem your unexpired Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your Warrants worthless. We have the ability to redeem outstanding Warrants at any time prior to their expiration, at a price of $0.01 per Warrant, provided that the closing price of our ClassA Ordinary Shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share combinations, share capitalizations, reorganizations, recapitalizations and the like) for any 20tradingdays within a 30trading-dayperiod commencing at least 30days after completion of our initial Business Combination and ending on the thirdtradingday prior to the date on which we give proper notice of such redemption to the Warrants holders and provided certain other conditions are met. We will not redeem the Warrants as described above unless a registration statement under the Securities Act covering the issuance of the ClassA Ordinary Shares issuable upon exercise of the Warrants is then effective and a current prospectus relating to those ClassA Ordinary Shares is available throughout the measurement period. If and when the Warrants become redeemable by us, we may not exercise our redemption right if the issuance of ClassA Ordinary Shares upon exercise of the Warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such ClassA Ordinary Shares under the blue sky laws of the state of residence in those states in which the Warrants were offered by us in the Initial Public Offering. Redemption of the outstanding Warrants could force you to (i)exercise your Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii)sell your Warrants at the then-currentmarket price when you might otherwise wish to hold your Warrants or (iii)accept the nominal redemption price which, at the time the outstanding Warrants are called for redemption, is likely to be substantially less than the market value of your Warrants. Our Warrants may have an adverse effect on the market price of our ClassA Ordinary Shares and make it more difficult to effectuate our initial Business Combination. We issued Warrants to purchase 9,583,333 of our ClassA Ordinary Shares as part of the units offered by the IPO Registration Statement and, concurrently with the closing of the Initial Public Offering, we issued in a private placement an aggregate of 2,500,000 Private Placement Warrants, at $1.00 per Warrant. In addition, if the Sponsor makes any working capital loans, it may convert those loans into up to an additional 1,500,000 Private Placement Warrants, at the price of $1.00 per Warrant. To the extent we issue Ordinary Shares to effectuate a business transaction, the potential for the issuance of a substantial number of additional ClassA Ordinary Shares upon exercise of these Warrants could make us a less attractive acquisition vehicle to a target business. Such Warrants, when exercised, will increase the number of issued and outstanding ClassA Ordinary Shares and reduce the value of the ClassA Ordinary Shares issued to complete the business transaction. Therefore, our Warrants may make it more difficult to effectuate a business transaction or increase the cost of acquiring the target business. 51 Because each unit contains one-third of one Warrant and only a whole Warrant may be exercised, the units may be worth less than units of other special purpose acquisition companies. Each unit contains one-thirdof one Warrant. Pursuant to the Warrant agreement, no fractional Warrants will be issued upon separation of the units, and only whole units will trade. If, upon exercise of the Warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of ClassA Ordinary Shares to be issued to the Warrant holder. This is different from other offerings similar to ours whose units include one ordinary Share and one whole warrant to purchase one share. We have established the components of the units in this way in order to reduce the dilutive effect of the Warrants upon completion of a Business Combination since the Warrants will be exercisable in the aggregate for one-thirdof the number of shares compared to units that each contain a whole Warrant to purchase one share, thus making us, we believe, a more attractive merger partner for target businesses. Nevertheless, this unit structure may cause our units to be worth less than if it included a whole Warrant to purchase one share. You will not be permitted to exercise your Warrants unless we register and qualify the underlying ClassA Ordinary Shares or certain exemptions are available. If the issuance of the ClassA Ordinary Shares upon exercise of the Warrants is not registered, qualified or exempt from registration or qualification under the Securities Act and applicable state securities laws, holders of Warrants will not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. In such event, holders who acquired their Warrants as part of a purchase of units will have paid the full unit purchase price solely for the ClassA Ordinary Shares included in the units. We registered the ClassA Ordinary Shares issuable upon exercise of the Warrants in the IPO Registration Statement because the Warrants will become exercisable 30days after the completion of our initial Business Combination. However, because the Warrants will be exercisable until their expiration date of up to fiveyears after the completion of our initial Business Combination, in order to comply with the requirements of Section10(a)(3)of the Securities Act following the consummation of our initial Business Combination, under the terms of the Warrant agreement, we have agreed that as soon as practicable, but in no event later than 20businessdays, after the closing of our initial Business Combination, we will use our commercially reasonable efforts to file with the SEC a post-effectiveamendment to the IPO Registration Statement or a new registration statement covering the registration under the Securities Actofthe ClassA Ordinary Shares issuable upon exercise of the Warrants and thereafter will use our commercially reasonable efforts to cause the same to become effective within 60businessdays following our initial Business Combination and to maintain a current prospectus relating to the ClassA Ordinary Shares issuable upon exercise of the Warrants until the expiration of the Warrants, in accordance with the provisions of the Warrant agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order. If the ClassA Ordinary Shares issuable upon exercise of the Warrants are not registered under the Securities Act, under the terms of the Warrant agreement, holders of Warrants who seek to exercise their Warrants will not be permitted to do so for cash and, instead, will be required to do so on a cashless basis in accordance with Section3(a)(9)of the Securities Act or another exemption. In no event will Warrants be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration or qualification is available. If our ClassA Ordinary Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy the definition of covered securities under Section18(b)(1)of the Securities Act, we may, at our option, not permit holders of Warrants who seek to exercise their Warrants to do so for cash and, instead, require them to do so on a cashless basis in accordance with Section3(a)(9)of the Securities Act; in the event we so elect, we will not be required to file or maintain in effect a registration statement or register or qualify the shares underlying the Warrants under applicable state securities laws. 52 In no event will we be required to net cash settle any Warrant, or issue securities (other than upon a cashless exercise as described above) or other compensation in exchange for the Warrants in the event that we are unable to register or qualify the shares underlying the Warrants under the Securities Act or applicable state securities laws. You may only be able to exercise your Public Warrants on a cashless basis under certain circumstances, and if you do so, you will receive fewer ClassA Ordinary Shares from such exercise than if you were to exercise such Warrants for cash. The Warrant agreement provides that in the following circumstances holders of Warrants who seek to exercise their Warrants will not be permitted to do for cash and will, instead, be required to do so on a cashless basis in accordance with Section3(a)(9)of the Securities Act: (i)if the ClassA Ordinary Shares issuable upon exercise of the Warrants are not registered under the Securities Act in accordance with the terms of the Warrant agreement; (ii)if we have so elected and the ClassA Ordinary Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy the definition of covered securities under Section18(b)(1)of the Securities Act; and (iii)if we have so elected and we call the Public Warrants for redemption. If you exercise your Public Warrants on a cashless basis, you would pay the Warrant exercise price by surrendering the Warrants for that number of ClassA Ordinary Shares equal to the quotient obtained by dividing (x)the product of the number of ClassA Ordinary Shares underlying the Warrants, multiplied by the excess of the fair market value of our ClassA Ordinary Shares (as defined in the next sentence) over the exercise price of the Warrants by (y)the fair market value. The fair market value is the average reported closing price of the ClassA Ordinary Shares for the 10tradingdays ending on the thirdtradingday prior to the date on which the notice of exercise is received by the Warrant agent or on which the notice of redemption is sent to the holders of Warrants, as applicable. As a result, you would receive fewer ClassA Ordinary Shares from such exercise than if you were to exercise such Warrants for cash. The grant of registration rights to our Sponsor and other holders of our Private Placement Warrants may make it more difficult to complete our initial Business Combination, and the future exercise of such rights may adversely affect the market price of our ClassA Ordinary Shares. Pursuant to an agreement entered into concurrently with the consummation of the Initial Public Offering, our Sponsor and its permitted transferees can demand that we register the ClassA Ordinary Shares into which Founder Shares are convertible, holders of our Private Placement Warrants and their permitted transferees can demand that we register the Private Placement Warrants and the ClassA Ordinary Shares issuable upon exercise of the Private Placement Warrants or holders of securities that may be issued upon conversion of working capital loans and their permitted transferees may demand that we register such units, shares, Warrants or the ClassA Ordinary Shares issuable upon exercise of such Warrants and any other securities of the company acquired by them prior to the consummation of our initial Business Combination. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our ClassA Ordinary Shares. In addition, the existence of the registration rights may make our initial Business Combination more costly or difficult to conclude. This is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our ClassA Ordinary Shares that is expected when the Ordinary Shares owned by our Initial Shareholders, holders of our Private Placement Warrants or holders of our working capital loans or their respective permitted transferees are registered. 53 General Risk Factors We are a blank check company with limited operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. We are a blank check company incorporated under the laws of the Cayman Islands with limited operating history and no revenues. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial Business Combination. We have no plans, arrangements or understandings with any prospective target business concerning a Business Combination and may be unable to complete our initial Business Combination. If we fail to complete our initial Business Combination, we will never generate any operating revenues. Past performance by our Management Team, our advisors and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in the company. Any past experience and performance by our Management Team, our advisors and their respective affiliates and the businesses with which they have been associated, is not a guarantee that we will be able to successfully identify a suitable candidate for our initial Business Combination, that we will be able to provide positive returns to our shareholders, or of any results with respect to any initial Business Combination we may consummate. You should not rely on the historical experiences of our Management Team, our advisors and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, as indicative of the future performance of an investment in us or as indicative of every prior investment by each of the members of our Management Team, our advisors or their respective affiliates. The market price of our securities may be influenced by numerous factors, many of which are beyond our control, and our shareholders may experience losses on their investment in our securities. Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss. We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early-stagecompany without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial loss. We may be a passive foreign investment company, or PFIC, which could result in adverse U.S.federal income tax consequences to U.S.investors. If we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S.Holder (as defined in the section of the IPO Registration Statement captioned *TaxationU.S.Federal Income Tax ConsiderationsU.S.Holders*) of our Ordinary Shares or Warrants, the U.S.Holder may be subject to adverse U.S.federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status for our current and subsequent taxableyears may depend upon the status of an acquired company pursuant to a Business Combination and whether we qualify for the PFIC start-upexception (see the section of the IPO Registration Statement captioned *TaxationU.S.Federal Income Tax ConsiderationsU.S.HoldersPassive Foreign Investment Company Rules*). Depending on the particular circumstances, the application of the start-upexception may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-upexception. Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year. Our actual PFIC status for any taxable year, moreover, will not be determinable until after the end of such taxable year. If we determine we are a PFIC for any taxable year, we will endeavor upon written request to provide to a U.S.Holder such information as the Internal Revenue Service (IRS) may require, including a PFIC Annual Information Statement, in order to enable the U.S.Holder to make and maintain a qualified electing fund election, but there can be no assurance that we will timely provide such required information, and such election would likely be unavailable with respect to our Warrants in all cases. We urge U.S.Holders to consult their tax advisors regarding the possible application of the PFIC rules to holders of our Ordinary Shares and Warrants. 54 If our initial Business Combination involves a company organized under the laws of the United States (or any subdivision thereof), a U.S. federal excise tax could be imposed on us in connection with any redemptions of our Class A Ordinary Shares after or in connection with such initial Business Combination. The Inflation Reduction Act of 2022 (H.R. 5376) (the IRA) enacted a 1% U.S. federal excise tax (the Excise Tax) on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The Excise Tax is imposed on the repurchasing corporation and not on its stockholders. Because we are a Cayman Islands exempted company with no domestic subsidiaries, the Excise Tax is not expected to apply to redemptions or other repurchases of our Class A Ordinary Shares (absent further regulations or other guidance that may be issued in the future). If we were to domesticate and continue as a Delaware corporation in connection with an initial Business Combination (and assuming our securities would continue to trade on the NYSE), subsequent repurchases would generally be expected to be subject to the Excise Tax. The Excise Tax is currently assessed at a rate of 1% of the fair market value (determined at the time of repurchase) of the repurchased shares. However, for purposes of calculating any Excise Tax liability, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. It is also possible that an initial Business Combination with an entity organized under the laws of the United States (or any subdivision thereof) could be structured in such a way that redemptions of our Ordinary Shares in connection with such an initial Business Combination would be subject to the Excise Tax. Although not expected, the extent to which we would incur Excise Tax liability for any redemptions in connection with an initial Business Combination depends on a number of factors that are not possible to predict, such as the specific details of a Business Combination, the fair market value of any shares redeemed and any equity issuances (including pursuant to a PIPE or similar transaction) in the same taxable year, and the content of any proposed or final regulations and other guidance from the U.S. Department of the Treasury. Any Excise Tax liability we incur on redemptions in connection with our initial Business Combination could reduce the amount of cash available to complete an initial Business Combination or to pay such redemptions. Because any such Excise Tax liability would be imposed on us and not our redeeming shareholders, the amount of such liability would be economically borne by shareholders of the combined company, including any of our shareholders who do not exercise their redemption rights. Our initial Business Combination or reincorporation may result in taxes imposed on shareholders or Warrant holders. We may, subject to requisite shareholder approval by special resolution under the Companies Act, effect a Business Combination with a target company in another jurisdiction, reincorporate in the jurisdiction in which the target company or business is located, or reincorporate in another jurisdiction. Such transactions may result in tax liability for a shareholder or Warrant holder in the jurisdiction in which the shareholder or Warrant holder is a tax resident (or in which its members are resident if it is a tax transparent entity), in which the target company is located, or in which we reincorporate. In the event of a reincorporation pursuant to our initial Business Combination, such tax liability may attach prior to the consummation of redemptions of any of our Public Shares properly submitted to us for redemption in connection with such Business Combination. We do not intend to make any cash distributions to shareholders or Warrant holders to pay such taxes. Shareholders or Warrant holders may be subject to withholding taxes or other taxes with respect to their ownership of us after our initial Business Combination or reincorporation. We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies. We are an emerging growth company within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor internal controls attestation requirements of Section404 of the Sarbanes-OxleyAct, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up to fiveyears, although circumstances could cause us to lose that status earlier, including if the market value of our ClassA Ordinary Shares held by non-affiliatesexceeds $700million as of any June30thbefore that time, in which case we would no longer be an emerging growth company as of the following December31st. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile. 55 Further, Section102(b)(1)of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the ExchangeAct) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerginggrowth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Additionally, we are a smaller reporting company as defined in Item10(f)(1)of RegulationS-K.Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only twoyears of audited financial statements. We will remain a smaller reporting company until the lastday of the fiscal year in which (1)the market value of our Ordinary Shares held by non-affiliatesis equal to or exceeds $250million as of the prior June30th, or (2)our annual revenues equaled or exceeded $100million during such completed fiscal year and the market value of our Ordinary Shares held by non-affiliatesis equal to or exceeds $700million as of the prior June30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial Business Combination. The market for directors and officers liability insurance for special purpose acquisition companies has changed in ways adverse to us and our Management Team. Fewer insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have generally increased and the terms of such policies have generally become less favorable. These trends may continue into the future. The increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate an initial Business Combination. In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public company, the post-Business Combination entity might need to incur greater expense, accept less favorable terms or both. However, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post-Business Combinations ability to attract and retain qualified officers and directors. In addition, even after we were to complete an initial Business Combination, our directors and officers could still be subject to potential liability from claims arising from conduct alleged to have occurred prior to the initial Business Combination. As a result, in order to protect our directors and officers, the post-Business Combination entity may need to purchase additional insurance with respect to any such claims (run-offinsurance). The need for run-offinsurance would be an added expense for the post-Business Combination entity, and could interfere with or frustrate our ability to consummate an initial Business Combination on terms favorable to our investors. 56 Recent increases in inflation in the UnitedStates and elsewhere could make it more difficult for us to complete our initial Business Combination. Recent increases in inflation in the UnitedStates and elsewhere may lead to increased price volatility for publicly traded securities, including ours, or other national, regional or international economic disruptions, any of which could make it more difficult for us to complete our initial Business Combination. ITEM 1B. UNRESOLVED STAFF COMMENTS Not applicable. ITEM 1C. CYBERSECURITY Although, as a blank check company, we do not have any operations, we are nonetheless subject to the risk of cybersecurity incidents. Among other things, the investments in our Trust Account and bank deposits may be vulnerable to such incidents, and we may depend on the digital technologies of third parties.We and third parties may be subject to cybersecurity attacks or security breaches. To the extent that we rely on the technologies of third parties, we depend upon the personnel and the processes of such third parties to protect against cybersecurity incidents, and we have no personnel or processes of our own for this purpose.In the event of a cybersecurity incident impacting us,our Management Team will report to the Board of Directors and provide updates on the Management Teams incident response plan for addressing and mitigating any risks associated with such an incident.As an early-stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We also lack sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents.It is possible that any of these occurrences, or a combination of them, could have material adverse consequences on our business and lead to financial loss.We have not encountered any cybersecurity incidents since our Initial Public Offering. In addition to our own cybersecurity risks, any proposed Business Combination target may have been subject to, or may in the future be subject to, cybersecurity incidents. ITEM 2. PROPERTIES Our executive offices are located at 1001 S Capital of Texas Hwy, Building L, Suite 250, Austin, Texas 78746, and our telephone number is (512) 904-0200. The cost for our use of this space is included in the $5,000 per month fee we pay to an affiliate of our Sponsor for office space, administrative and shared personnel support services, pursuant to the Administrative Services Agreement. We consider our current office space adequate for our current operations. ITEM 3. LEGAL PROCEEDINGS From time to time, we may be party to legal proceedings that arise in the ordinary course of our business. We do not believe there are any pending legal proceedings that, individually or in the aggregate, will have a material adverse effect on the companys financial condition, results of operations or cash flows. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 57 PART II ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES | (a) | Market Information | | Our Units, Public Shares and Public Warrants are each traded on the Global Market tier of the New York Stock Exchange under the symbols ALUB U, ALUB and ALUB WS, respectively. Our Units commenced public trading on November 14, 2025, and our Public Shares and Public Warrants commenced separate public trading on January 6, 2026. | (b) | Holders | | On March 20, 2026, there was one holder of record of our Units, two holders of record of our Class A Ordinary Shares, one holder of record of our Class B Ordinary Shares, and two holders of record of our Warrants. | (c) | Dividends | | We have not paid any cash dividends on our Ordinary Shares to date and do not intend to pay cash dividends prior to the completion of our initial Business Combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial Business Combination. The payment of any cash dividends subsequent to our initial Business Combination will be within the discretion of our Board of Directors at such time. In addition, our Board of Directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our initial Business Combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. | (d) | Securities Authorized for Issuance Under Equity Compensation Plans | | None. | (e) | Performance Graph | | As a smaller reporting company, we are not required to provide the information required by Regulation S-K Item 201(e). | (f) | Recent Sales of Unregistered Securities | | Simultaneously with the closing of the Initial Public Offering, pursuant to the Private Placement Warrants Purchase Agreements, dated November 14, 2025, which we entered into with the Sponsor, we completed the private sale of an aggregate of 2,500,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, or $2,500,000 in the aggregate. Each Private Placement Warrant is exercisable to purchase one Class A Ordinary Share at $11.50 per share. The Private Placement Warrants (and underlying securities) are identical to the Public Warrants, except that the Private Placement Warrants and the Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. No underwriting discounts or commissions were paid with respect to such sale. The Private Placement Warrants may be exercised for cash or on a cashless basis. The Private Placement Warrants are not redeemable and will not expire except upon liquidation. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. 58 | (g) | Use of Proceeds from the Initial Public Offering | | On November 14, 2025, the Company consummated the Initial Public Offering of 28,750,000 Units at $10.00 per unit, which included the full exercise by the underwriter of their over-allotment option in the amount of 3,750,000 Units at $10.00 per Unit. The securities in the Initial Public Offering were registered under the Securities Act on the IPO Registration Statement, which became effective on November 12, 2025. Santander acted as sole book-running manager of the Initial Public Offering. Following the closing of our Initial Public Offering on November 14, 2025, a total of $287,500,000 comprised of proceeds from the Initial Public Offering, was placed in a U.S.-based Trust Account maintained by Continental Stock Transfer & Trust Company, acting as trustee. The proceeds held in the Trust Account may be invested by the trustee only in U.S. government securities with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time (based on managements ongoing assessment of all factors related to the potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank. The remaining proceeds from the Private Placement Warrants are held outside the Trust Account. Such funds are being used primarily to enable us to identify a target and to negotiate and consummate our initial Business Combination. The Companys management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating the initial Business Combination. There has been no material change in the planned use of the proceeds from our Initial Public Offering and the private placement Warrants as described in the IPO Registration Statement. The specific investments in our Trust Account may change from time to time. There has been no material change in the planned use of the proceeds from our Initial Public Offering and the Private Placement as described in the IPO Registration Statement. The specific investments in our Trust Account may change from time to time. | (h) | Issuer Purchases of Equity Securities | | None. ITEM 6. [RESERVED] ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS** Cautionary Note Regarding Forward-Looking Statements The following discussion and analysis of the Companys financial condition and results of operations should be read in conjunction with the audited financial statements and the notes related thereto which are included in Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under Cautionary Note Regarding Forward-Looking Statements, Item 1A. Risk Factors and elsewhere in this Annual Report on Form 10-K. Overview We are a blank check company incorporated in the Cayman Islands on August 16, 2024, formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses we have not yet identified. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our shares, debt or a combination of cash, shares and debt. 59 We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful. We may seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Charter. Such an amendment would require the approval of our Public Shareholders, who will be provided the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount held in our Trust Account and our capitalization. In 2024, the SEC adopted additional rules and regulations relating to SPACs (the 2024 SPAC Rules). The 2024 SPAC Rules require, among other matters, (i) additional disclosures relating to (a) SPAC sponsors and related persons; (b) SPAC business combination transactions (c) dilution and to conflicts of interest involving sponsors and their affiliates in connection with proposed business combination transactions; (d) projections included in SEC filings in connection with proposed business combination transactions and (ii) the requirement that both the SPAC and its target company be co-registrants in connection with registration statements relating to proposed business combination transactions. In addition, the SECs adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act, including its duration, asset composition, business purpose, and the activities of the SPAC and its management team. 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. Results of Operations We have neither engaged in any operations nor generated any revenues to date. Our only activities from August 16, 2024 (inception) through December 31, 2025 were organizational activities, those activities necessary to prepare for the Initial Public Offering, described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering and sale of Private Placement Warrants on investments held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. For the year ended December 31, 2025, we had a net loss of $7,403,644, which consisted of general and administrative costs of $219,519 and an advisory fee of $8,625,000, offset by $1,440,875 of interest income on investments held in the Trust Account. For the period from August 16, 2024 (inception) to December 31, 2024, we had a net loss of $74,235 which consisted of general and administrative costs. Factors That May Adversely Affect our Results of Operations Our results of operations and our ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond our control, including economic uncertainty and volatility in the financial markets. Our results of operations and our ability to consummate an initial Business Combination could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. We cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial Business Combination. 60 Liquidity and Capital Resources On November14, 2025, we consummated the Initial Public Offering of 28,750,000 units, which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,750,000 Units, at $10.00 per Unit, generating gross proceeds of $287,500,000. Concurrently with the closing of the Initial Public Offering, we consummated the sale of 2,500,000 Private Placement Warrants to the Sponsor at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $2,500,000. Following the Initial Public Offering and the private placement, a total of $287,500,000 was placed in the Trust Account. We incurred transaction costs of $11,020,569 consisting of $250,000 of cash underwriting fee, $8,625,000 of deferred underwriting fee (see additional discussion in Note6 of the audited financial statements), and $2,145,569 of other offering costs. For the year ended December 31, 2025, cash used in operating activities was $330,856. We had a net loss of $7,403,644 driven by $219,519 of general and administrative expenses and $8,625,000 of advisory fees which were offset by interest earned on investments held in the Trust Account of $1,440,875. Changes in operating assets and liabilities used $111,337 of cash for operating activities. At December 31, 2025, we had investments held in the Trust Account of $288,940,875 (including $1,440,875 of interest income). We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall be net of taxes payable, if any, and excluding deferred underwriting commissions, to complete our Business Combination. We may withdraw interest from the Trust Account to pay taxes, if any. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. At December 31, 2025, we had cash of $1,163,106 held outside of the Trust Account. We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination. OnOctober 15, 2024, our Sponsor agreed to loan us an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering pursuant to the Note. The loan was non-interest-bearing and unsecured. As of December 31, 2025, we had borrowed $197,917 under the Note. Subsequently, on January 12, 2026, we paid the Note in full and borrowings under the Note are no longer available. In order to finance working capital deficit or to finance transaction costs in connection with an intended initial Business Combination, the Sponsor may, but is not obligated to, loan the Company funds as may be required. 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 the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from 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 the 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. The Warrants and their underlying securities would be identical to the Private Placement Warrants. We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. 61 We may need to raise additional capital through loans or additional investments from our Sponsor, shareholders, officers, directors, or third parties. Our officers, directors and our Sponsor may, but are not obligated to, loan us funds as may be required. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. The audited financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should we be unable to continue as a going concern. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time, based on our Managements ongoing assessment of all factors related to our potential status under the Investment Company Act, instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank. Off-Balance Sheet Arrangements Wehave no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2025. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets. Contractual Obligations We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the Sponsor a monthly fee of $5,000 for office space, utilities, and secretarial and administrative support services. We began incurring these fees on November 14, 2025 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination or our liquidation. *Underwriting Agreement* ** We paid the underwriter a cash underwriting discount of $250,000 at the closing of the Initial Public Offering, with an additional fee of 3.00% of the gross offering proceeds payable only upon the Companys completion of its initial Business Combination which we refer to as Deferred Discount for a total deferred underwriting fee of $8,625,000. The Deferred Discount will become payable to the underwriter from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination. *Advisory Services Agreement* In addition to the Deferred Discount, the Company engaged Santander US Capital Markets LLC (Santander) to provide advisory services from time to time. As compensation for the services provided under an engagement letter, Santander is entitled to a fee equal to 3.00% of the gross proceeds raised in the Initial Public Offering, payable upon closing of the initial Business Combination for a total deferred advisory fee of $8,625,000. The Company has agreed to indemnify Santander and its affiliates in connection with its role in providing advisory services. *Deferred Legal Fees* The Company has entered into an engagement letter to obtain legal advisory services, pursuant to which the Companys legal counsel agreed to defer certain fees until the closing of the initial Business Combination. As of December 31, 2025, the Company had incurred $1,197,413 of legal fees in excess of the deferral threshold. 62 ** *Registration Rights* The holders of (i)Founder Shares (only after conversion of such shares to ClassA Ordinary Shares), (ii)Private Placement Warrants (and their underlying securities) and (iii)Warrants that may be issued upon conversion of Working Capital Loans (and their underlying securities), if any, will be entitled to registration rights pursuant to a registration rights agreement. These holders are entitled to make up to three demands and have piggyback registration rights. However, the registration rights agreement provides that the Company will not be 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 Companys securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Critical Accounting Estimatesand Policies The preparation of the audited financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the audited financial statements, and income and expenses during the periods reported. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates on our own historical experience and other assumptions that we believe are reasonable taking into account our circumstances and future expectations based on the available information. We evaluate these estimates on an ongoing basis. We consider an accounting estimate to be critical if (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time when the accounting estimate was made; and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material amount on our financial condition or results of operations. There are items in our financial statements that require estimation, but are not deemed to be critical, as defined above. For a detailed discussion of our significant accounting policies and related judgements, see Note 2 Summary of Significant Accounting Policies in the notes to the financial statements contained *Item 8. Financial Statements and Supplementary Data* in this Report. *Class A Ordinary Shares Subject to Possible Redemption* ** The Public Shares contain a redemption feature that allows for the redemption of such Public Shares in connection with our liquidation, or if there is a shareholder vote or tender offer in connection with our initial Business Combination. In accordance with FASB ASC Topic 480-10-S99, Distinguishing Liabilities from Equity, we classify Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within our control. We recognize changes in redemption value immediately as they occur and adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, we recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. *Warrants* ** We accounted for the 9,583,333 Public Warrants and the 2,500,000 Private Placement Warrants in accordance with the guidance contained in FASB ASC Topic 815, Derivatives and Hedging. Accordingly, we evaluated and classified the warrant instruments under equity treatment at their assigned values. 63 *Recent Accounting Pronouncements* ** In December2023, the FASB issued ASU No.2023-09,*Income Taxes (Topic740): Improvements to Income Tax Disclosures*. The ASU improves the transparency of income tax disclosures by establishing new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. Under new guidance, all entities subject to ASC740 must consistently categorize and provide greater disaggregation of information in the rate reconciliation. They must also further disaggregate income taxes paid. The new guidance will become effective for the Companys financial statements issued for annual reporting periods beginning on January1, 2026. The Company will be required to adopt this guidance on a prospective basis with an option to apply it retrospectively for each period presented. Early adoption of the standard is also permitted. Management is currently evaluating the impact of the new standard on the Companys financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the financial statements and notes thereto contained elsewhere in this Report. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item. 64 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ALUSSA ENERGY ACQUISITION CORP. II INDEX TO FINANCIAL STATEMENTS | | | Page | | | Report of Independent Registered Public Accounting Firm (PCAOB ID 100) | | F-2 | | | Financial Statements | | | | | Balance Sheets as ofDecember 31, 2025and 2024 | | F-3 | | | Statements of Operations for the Year Ended December 31, 2025 and for the Period from August 16, 2024 (Inception) through December 31, 2024 | | F-4 | | | Statements of Changes in Shareholders Deficit for the Year Ended December 31, 2025 and for the Period from August 16, 2024 (Inception) through December 31, 2024 | | F-5 | | | Statements of Cash Flows for the Year Ended December 31, 2025 and for the Period from August 16, 2024 (Inception) through December 31, 2024 | | F-6 | | | Notes to Financial Statements | | F-7 | | F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Alussa Energy Acquisition Corp. II *Opinion on the Financial Statements* We have audited the accompanying balance sheets of Alussa Energy Acquisition Corp. II (the Company) as of December 31, 2025 and 2024, and the related statements of operations, changes in shareholders deficit and cash flows for the year ended December 31, 2025 and for the period from August 16, 2024 (inception) through December 31, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year ended December 31, 2025 and for the period from August 16, 2024 (inception) through December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. *Basis for Opinion* ** These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provides a reasonable basis for our opinion. /s/WithumSmith+Brown, PC We have served as the Companys auditor since 2024. New York, New York March 27, 2026 PCAOB Number 100 F-2 FINANCIAL STATEMENTS ALUSSA ENERGY ACQUISITION CORP. II BALANCE SHEETS | | | December31, 2025 | | December31, 2024 | | | ASSETS | | | | | | | Current assets: | | | | | | | Cash | | $ | 1,163,106 | | | $ | 4,200 | | | | Prepaid expenses | | | 80,800 | | | | - | | | | Total current assets | | | 1,243,906 | | | | 4,200 | | | | Deferred offering costs | | | - | | | | 618,506 | | | | Long-term prepaid insurance | | | 58,500 | | | | - | | | | Investments held in Trust Account | | | 288,940,875 | | | | - | | | | Total assets | | $ | 290,243,281 | | | $ | 622,706 | | | | LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS DEFICIT | | | | | | | | | | | Current liabilities: | | | | | | | | | | | Accrued expenses | | $ | 71,398 | | | $ | 43,435 | | | | Accrued offering costs | | | - | | | | 603,506 | | | | Related party loan | | | 197,917 | | | | 25,000 | | | | Total current liabilities | | | 269,315 | | | | 671,941 | | | | Deferred legal fees | | | 1,197,413 | | | | - | | | | Deferred advisory fee | | | 8,625,000 | | | | - | | | | Deferred underwriting fee | | | 8,625,000 | | | | - | | | | Total liabilities | | | 18,716,728 | | | | 671,941 | | | | Commitments and contingencies (Note 6) | | | | | | | | | | | Temporary equity: | | | | | | | | | | | Class A Ordinary shares subject to possible redemption, 28,750,000 shares at redemption value of $10.05 per share at December 31, 2025 | | | 288,940,875 | | | | - | | | | Shareholders Deficit | | | | | | | | | | | Preference shares, $0.0001 par value; 2,500,000 shares authorized; none issued and outstanding at December 31, 2025 and 2024 | | | - | | | | - | | | | Class A Ordinary shares, $0.0001 par value; 250,000,000 shares authorized; none issued and outstanding as of December 31, 2025 and 2024 (excluding 28,750,000 shares subject to possible redemption at December 31, 2025) | | | - | | | | - | | | | Class B Ordinary shares, $0.0001 par value; 25,000,000 shares authorized; 7,187,500 issued and outstanding at December 31, 2025 and 2024 (1) | | | 719 | | | | 719 | | | | Additional paid-in capital | | | - | | | | 24,281 | | | | Accumulated deficit | | | (17,415,041 | ) | | | (74,235 | ) | | | Total shareholders deficit | | | (17,414,322 | ) | | | (49,235 | ) | | | Total liabilities, temporary equity and shareholders deficit | | $ | 290,243,281 | | | $ | 622,706 | | | | (1) | Includes up to 937,500 ClassB Ordinary Shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (Note5). On November 14, 2025, the Company consummated its Initial Public Offering and sold 28,750,000 Units, including 3,750,000 Units sold pursuant to the full exercise of the underwriters option to purchase additional Units to cover the over-allotment. As such, the 937,500 shares of Class B Ordinary Shares were no longer subject to forfeiture. | | *The accompanying notes are an integral part of these financial statements.* F-3 ALUSSA ENERGY ACQUISITION CORP. II STATEMENTS OF OPERATIONS | | | For the Year Ended December31, 2025 | | For the Period from August 16, 2024 (Inception) through December31, 2024 | | | General and administrative costs | | $ | 219,519 | | | $ | 74,235 | | | | Advisory fee | | | 8,625,000 | | | | - | | | | Loss from operations | | | (8,844,519 | ) | | | (74,235 | ) | | | | | | | | | | | | | | Other income: | | | | | | | | | | | Interest earned on investments held in Trust Account | | | 1,440,875 | | | | - | | | | Net loss | | $ | (7,403,644 | ) | | $ | (74,235 | ) | | | | | | | | | | | | | | Weighted - average shares outstanding - basic and diluted Class A Ordinary Shares | | | 3,780,822 | | | | - | | | | Net loss per share - basic and diluted Class A - Ordinary shares | | $ | (0.73 | ) | | $ | - | | | | Weighted - average shares outstanding - basic and diluted Class B Ordinary Shares (1) | | | 6,373,288 | | | | 6,250,000 | | | | Net loss per share - basic and diluted - Class B Ordinary shares | | $ | (0.73 | ) | | $ | (0.01 | ) | | | (1) | The year ended December 31, 2024 excludes 937,500 ClassB Ordinary Shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (Note5). On November 14, 2025, the Company consummated its Initial Public Offering and sold 28,750,000 Units, including 3,750,000 Units sold pursuant to the full exercise of the underwriters option to purchase additional Units to cover the over-allotment. As such, the 937,500 shares of Class B Ordinary Shares were no longer subject to forfeiture. | | ** *The accompanying notes are an integral part of these financial statements.* F-4 ALUSSA ENERGY ACQUISITION CORP. II STATEMENTS OF CHANGES IN SHAREHOLDERS DEFICIT FOR THE YEAR ENDED DECEMBER 31, 2025 AND FOR THE PERIOD FROM AUGUST 16, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024 | | | Class A Ordinary Shares | | | Class B Ordinary Shares | | | Additional Paid-in | | | Accumulated | | | Total Shareholders | | | | | | Shares | | | Amount | | | Shares | | | Amount | | | Capital | | | Deficit | | | Deficit | | | | Balance at August 16, 2024 (inception) | | | - | | | $ | - | | | | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | | Issuance of Founder Shares to Sponsor (1) | | | - | | | | - | | | | 7,187,500 | | | | 719 | | | | 24,281 | | | | - | | | | 25,000 | | | | Net loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | (74,235 | ) | | | (74,235 | ) | | | Balance at December 31, 2024 | | | - | | | $ | - | | | | 7,187,500 | | | $ | 719 | | | $ | 24,281 | | | $ | (74,235 | ) | | $ | (49,235 | ) | | | Sale of 2,500,000 Private Placement Warrants | | | - | | | | - | | | | - | | | | - | | | | 2,500,000 | | | | - | | | | 2,500,000 | | | | Allocated value of transaction costs to Public Warrants | | | - | | | | - | | | | - | | | | - | | | | (121,226 | ) | | | - | | | | (121,226 | ) | | | Fair value of Public Warrants at issuance | | | - | | | | - | | | | - | | | | - | | | | 3,162,500 | | | | | | | | 3,162,500 | | | | Accretion of Class A Ordinary Shares to redemption amount | | | - | | | | - | | | | - | | | | - | | | | (5,565,555 | ) | | | (9,937,162 | ) | | | (15,502,717 | ) | | | Net loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | (7,403,644 | ) | | | (7,403,644 | ) | | | Balance at December 31, 2025 | | | - | | | $ | - | | | | 7,187,500 | | | $ | 719 | | | $ | - | | | $ | (17,415,041 | ) | | $ | (17,414,322 | ) | | ** | (1) | Includes up to 937,500 ClassB Ordinary Shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (Note5). On November 14, 2025, the Company consummated its Initial Public Offering and sold 28,750,000 Units, including 3,750,000 Units sold pursuant to the full exercise of the underwriters option to purchase additional Units to cover the over-allotment. As such, the 937,500 shares of Class B Ordinary Shares were no longer subject to forfeiture. | | ** *The accompanying notes are an integral part of these financial statements.* F-5 ALUSSA ENERGY ACQUISITION CORP. II STATEMENTS OF CASH FLOWS | | | For the Year Ended December31, 2025 | | For the Period from August 16, 2024 (Inception) through December31, 2024 | | | Cash flows from operating activities: | | | | | | | Net loss | | $ | (7,403,644 | ) | | $ | (74,235 | ) | | | Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | Interest earned on investments held in Trust Account | | | (1,440,875 | ) | | | - | | | | General and administrative costs paid by an affiliate of the Sponsor in exchange for issuance of Class B Ordinary shares | | | - | | | | 10,000 | | | | Deferred advisory fee payable | | | 8,625,000 | | | | - | | | | Changes in operating assets and liabilities: | | | | | | | | | | | Prepaid expenses | | | (80,800 | ) | | | - | | | | Long-term prepaid insurance | | | (58,500 | ) | | | - | | | | Accrued expenses | | | 27,963 | | | | 43,435 | | | | Net cash used in operating activities | | | (330,856 | ) | | | (20,800 | ) | | | Cash flows from investing activities: | | | | | | | | | | | Investment of cash in trust account | | | (287,500,000 | ) | | | - | | | | Net cash used in investing activities | | | (287,500,000 | ) | | | - | | | | Cash flows from financing activities: | | | | | | | | | | | Proceeds from sale of Units | | | 287,500,000 | | | | - | | | | Underwriting discount paid | | | (250,000 | ) | | | - | | | | Proceeds from sale of Private Placement Warrants | | | 2,500,000 | | | | - | | | | Proceeds from related party loan | | | 172,917 | | | | 25,000 | | | | Payment of offering costs | | | (933,155 | ) | | | - | | | | Net cash provided by financing activities | | | 288,989,762 | | | | 25,000 | | | | Net change in cash | | | 1,158,906 | | | | 4,200 | | | | Cash beginning of period | | | 4,200 | | | | - | | | | Cash end of period | | $ | 1,163,106 | | | $ | 4,200 | | | | | | | | | | | | | | | Supplemental disclosure of non-cash investing and financing activities: | | | | | | | | | | | Deferred offering costs paid by an affiliate of the Sponsor in exchange for issuance of Class B Ordinary shares | | $ | - | | | $ | 15,000 | | | | Deferred offering costs included in accrued offering costs | | $ | - | | | $ | 603,506 | | | | Deferred legal fee payable | | $ | 1,197,413 | | | $ | - | | | | Deferred underwriting fee payable | | $ | 8,625,000 | | | $ | - | | | *The accompanying notes are an integral part of these financial statements.* F-6 ALUSSA ENERGY ACQUISITION CORP. II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Note1 Description of Business and Operations ** *Description of Business* Alussa Energy Acquisition Corp.II (the Company) was incorporated as a Cayman Islands exempted company on August16, 2024. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (the Business Combination). The Company is an emerging growth company, as defined in Section2(a)of the Securities Actof1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Actof2012 (the JOBS Act). As of December 31, 2025, the Company has not yet commenced operations. All activity for the period from August16, 2024 (inception) through December 31, 2024 and for the year ended December 31, 2025 relates to the Companys formation and the initial public offering (Initial Public Offering), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering and the Private Placement Warrants (as defined in Note 4). The Company has selected December31 as its fiscal year end. The Companys sponsor is Alussa Energy SponsorII LLC (the Sponsor), an affiliate of the Company. The registration statement for the Companys Initial Public Offering became effective on November 12, 2025 (the IPO Registration Statement). On November 14, 2025, the Company consummated the Initial Public Offering of 28,750,000Unitsat $10.00 per unit, which included the full exercise by the underwriter of its over-allotment option in the amount of 3,750,000 Units at $10.00 per Unit, which is discussed in Note 3 (the Initial Public Offering), and the sale of 2,500,000 Warrants at a price of $1.00 in the aggregate, in a private placement (see Note 4) that closed concurrently with the Initial Public Offering. Each whole Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $11.50 per share (see Note4). The Companys management (Management) has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement Warrants, although substantially all of the net proceeds other than taxes payable on interest earned on the Trust Account (as defined below) are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions and advisory fees). Transaction costs amounted to $11,020,569, consisting of cash underwriting fees of $250,000, deferred underwriting fees of $8,625,000 (see additional discussion in Note 6), and other offering costs of $2,145,569. ** *The Trust Account* Upon the closing of the Initial Public Offering and the private placement, Management placed an aggregate of $287,500,000 ($10.00 per Unit sold) in a trust account (Trust Account) that may only be invested in U.S.government treasury bills with a maturity of one hundred eighty-five (185)days or less or in money market funds that meet certain conditions under Rule2a-7 under the Investment Company Actof1940 and that invest only in direct U.S.government obligations and may at any time be held as cash or cash items, including in demand deposit accounts at a bank. Funds will remain in the Trust Account until the earlier of (i)the consummation of the initial Business Combination or (ii)the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. The Companys amended and restated memorandum and articles of association provide that, other than the permitted withdrawals (as defined below), if any, none of the funds held in the Trust Account will be released until the earlier of (i)the completion of the initial Business Combination; (ii)the redemption of any ClassA Ordinary Shares, $0.0001 par value, of the Company (the Public Shares), that have been properly submitted in connection with a shareholder vote to approve an amendment to the Companys amended and restated memorandum and articles of association (A)in a manner that would affect the substance or timing of its obligation to redeem 100% of the Public Shares if it does not complete an initial Business Combination within 24months from the closing of the Initial Public Offering, and any such extension, if approved, are collectively referred to herein as the Completion Window or (B)with respect to any other material provision relating to the rights of holders of the Public Shares or pre-initial Business Combination activity; and (iii)the redemption of 100% of the Public Shares if the Company is unable to complete an initial Business Combination within the Completion Window, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Companys creditors, if any, which could have priority over the claims of the Companys Public Shareholders. F-7 *Initial Business Combination* The Companys Management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating the initial Business Combination. The initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on interest income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an initial Business Combination. The Company, after signing a definitive agreement for an initial Business Combination, will either (i)seek shareholder approval of the initial Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether they vote for or against the initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of twobusiness days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable (permitted withdrawals)), (ii)provide shareholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of twobusiness days prior to the consummation of the initial Business Combination, including interest less permitted withdrawals. The decision as to whether the Company will seek shareholder approval of the initial Business Combination or will allow shareholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval, unless a vote is required by law or under applicable stock exchange rules. Pursuant to the Companys amended and restated memorandum and articles of association if the Company is unable to complete the initial Business Combination within 24months from the closing of the Initial Public Offering, subject to any extension, the Company will (i)cease all operations except for the purpose of winding up, (ii)as promptly as reasonably possible but no more than tenbusiness days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at aper-shareprice, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned (which interest shall be net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish the holders rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii)as promptly as reasonably possible following such redemption, subject to the approval of the Companys remaining shareholders and the Companys Board of Directors, dissolve and liquidate, subject in each case to the Companys obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor, officers and directors will not be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined in Note5) held by them if the Company fails to complete the initial Business Combination within the Completion Window. However, if the Sponsor and Management Team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after the initial Business Combination, the Companys shareholder is entitled to share ratably in all assets remaining available for distribution after payment of liabilities and after provision is made for each class of shares, if any, having preference over the Ordinary Shares. The Companys shareholder has no preemptive or other subscription rights. There are no sinking fund provisions applicable to the Ordinary Shares, except that the Company will provide its shareholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the initial Business Combination, subject to the limitations described herein. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company (except for the Companys independent registered public accounting firm), or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i)$10.00 per Public Share and (ii)the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Companys indemnity of the Initial Public Offering underwriter against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsors only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the initial Business Combination and redemptions could be reduced to less than $10.00 per public share. ** F-8 *Risks and Uncertainties* The Companys ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Companys control. The Companys ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Companys ability to complete an initial Business Combination. *Liquidity and Capital Resources* As of December 31, 2025, the Company had $1,163,106 in cash and working capital of $974,591. The Company has incurred and expects to continue to incur significant costs in pursuit of its Business Combination plans. In connection with the Companys assessment of going concern considerations in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 205-40, *Presentation of Financial Statements Going Concern*, Management does not believe it will need to raise additional funds in order to meet the expenditures required to operate its business. However, if the estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the Initial Business Combination. Management has determined that upon the consummation of the Initial Public Offering and the sale of the Private Placement Warrants, the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of these financial statements. Note2 Summary of Significant Accounting Policies ** *Basis of Presentation* The accompanying financial statements are presented in U.S.dollars and have been prepared in accordance with accounting principles generally accepted in the UnitedStates of America (U.S.GAAP) and pursuant to the accounting and disclosure rules and regulations of the U.S.Securities and Exchange Commission (the SEC). *Emerging Growth Company Status* As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section404 of the Sarbanes-Oxley Actof2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section102(b)(1)of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the ExchangeAct) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Companys financial statements with the financial statements of another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. ** ** F-9 ** *Use of Estimates* The preparation of financial statements in conformity with U.S.GAAP requires the Companys Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires Management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. ** *Cash* The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had$1,163,106 and $4,200 incash as of December 31, 2025 and 2024, respectively. *Investments Held in Trust* ** As of December 31, 2025, the assets held in the Trust Account, amounting to $288,940,875, were held in cash and U.S. government securities, within the meaning set forth in Section2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule2a-7under the Investment Company Act of1940 and that invest only in direct U.S.government obligations and may at any time be held as cash or cash items, including in demand deposit accounts at a bank. Such investments are classified as trading securities which are presented at fair value. Gains and losses resulting from the change in fair value of these securities are included in interest earned on investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. There were no assets held in the Trust Account as of December 31, 2024. ** *Concentration of Credit Risk* Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Companys financial condition, results of operations, and cash flows. As of December 31, 2025, the Company has not experienced losses on these accounts and Management believes the Company is not exposed to significant risks on such accounts. ** *Financial Instruments* The fair value of the Companys assets and liabilities, which qualify as financial instruments under FASBASC Topic820, *Fair Value Measurement*, approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature. ** *Fair Value Measurements* Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S.GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: | | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; | | | | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and | | | | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | | ** F-10 *Derivative Financial Instruments* The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic815, *Derivatives and Hedging* (ASC815). For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheets as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12months of the balance sheet date. ** *Offering Costs Associated with the Initial Public Offering* The Company complies with the requirements of ASC340-10-S99-1 and SEC Staff Accounting Bulletin Topic5.A, *Expenses of Offering*. The Company has incurred deferred offering costs that consist principally of professional and registration fees related to the Initial Public Offering. FASB ASC Topic470-20, *Debt with Conversion and Other Options*, addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applied this guidance to allocate the net proceeds of the Initial Public Offering from the Unitsbetween Public Shares and Public Warrants using each instruments relative fair value. Offering costs allocated to the Public Shares were charged to temporary equity; offering costs allocated to the Public Warrants and Private Placement Warrants (as defined in Note4) were charged to shareholders deficit, as Public Warrants and Private Placement Warrants are equity-classified based on Managements evaluation of the pertinent terms of conditions of each financial instrument. ** *Warrant Instruments* The Company accounted for the 9,583,333 Public Warrants and 2,500,000 Private Placement Warrants issued in connection with the Initial Public Offering and the private placement, respectively, in accordance with the guidance in ASC815. Accordingly, the Company evaluated the terms and conditions of each financial instrument and classified the Warrant instruments within permanent equity at their assigned value. ** *Class A Ordinary Shares Subject to Possible Redemption* The Companys Class A ordinary shares (Class A Ordinary Shares) are classified within temporary equity in accordance with ASC 480-10-S99-3A given that the redemption provisions with respect to shares of Class A Ordinary Shares are not solely within the Companys control as the Public Shareholders have the right to redeem such Class A Ordinary Shares upon the completion of the initial Business Combination. Class A redeemable shares sold as part of the Units in the Initial Public Offering were issued with other freestanding instruments (i.e., Public Warrants) and as such, the initial carrying value of Class A redeemable shares will be classified as temporary equity with the allocated proceeds determined in accordance with ASC 470-20. The Company recognizes changes in redemption value immediately as it occurs and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of December31, 2025, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders deficit section of the accompanying balance sheet. ** F-11 ** As of December 31, 2025, the Class A Ordinary Shares subject to redemption reflected in the accompanying balance sheet are reconciled to the following table: | Gross proceeds | | $ | 287,500,000 | | | | Less: | | | | | | | Proceeds allocated to Public Warrants | | | (3,162,500 | ) | | | Class A Ordinary Shares issuance costs | | | (10,899,342 | ) | | | Plus: | | | | | | | Accretion of carrying value to redemption value | | | 15,502,717 | | | | Class A Ordinary Shares subject to possible redemption | | $ | 288,940,875 | | | ** *Income Taxes* The Company accounts for income taxes under FASB ASC Topic740, *Income Taxes*(ASC740), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. Management determined that the Cayman Islands is the Companys major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2025 and 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the UnitedStates. As such, the Companys income tax provision was zero for the periods presented. *Share-Based Compensation* ** The Company records share-based compensation in accordance with FASB ASC Topic 718, *Compensation-Share Compensation*(ASC 718), guidance to account for its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Grants of share-based payment awards issued to non-employees for services rendered are recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. ** ** F-12 ** *Net Loss per Ordinary Share* ** The Company complies with accounting and disclosure requirements of the Financial Accounting Standards Board ASC Topic 260, *Earnings Per Share*. Net loss per share is computed by dividing net loss by the weighted average number of Ordinary Shares outstanding during the period, excluding Ordinary Shares subject to forfeiture. Basic and diluted net loss per Ordinary Share for Class A Ordinary Shares and Class B Ordinary Shares is calculated by dividing net loss per Ordinary Share attributable to the Company by the weighted average number of Class A Ordinary Shares and Class B Ordinary Shares outstanding, allocated proportionally to each class of Ordinary Shares. This presentation assumes a business combination as the most likely outcome. Accretion associated with the redeemable Class A Ordinary Shares is excluded from earnings per share as the redemption value approximates fair value. As of December 31, 2025 and 2024, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into Ordinary Shares and then share in the earnings of the Company. As a result, diluted loss per Ordinary Share is the same as basic loss per Ordinary Share for the periods presented. | | | For the Year Ended December 31, 2025 | | For the Period from August 16, 2024 (Inception) through December 31, 2024 | | | | | Class A | | Class B | | Class A | | Class B | | | Basic and diluted net loss per share: | | | | | | | | | | | Numerator: | | | | | | | | | | | Allocation of net loss | | $ | (2,756,703 | ) | | $ | (4,646,941 | ) | | $ | - | | | $ | (74,235 | ) | | | | | | | | | | | | | | | | | | | | | | Denominator: | | | | | | | | | | | | | | | | | | | Weighted-average shares outstanding | | | 3,780,822 | | | | 6,373,288 | | | | - | | | | 6,250,000 | | | | Basic and diluted net loss per share | | $ | (0.73 | ) | | $ | (0.73 | ) | | $ | - | | | $ | (0.01 | ) | | *Contingencies* Certain conditions may exist as of the date the Companys financial statements are issued, which may result in a loss but which will only be resolved when one or more future events occur or fail to occur. In the preparation of the Companys financial statements, Management assesses the need for accounting recognition or disclosure of these contingencies, if any, and such assessment inherently involves an exercise in judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, Management and legal counsel evaluate the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. When applicable, the Company will accrue an undiscounted liability for contingencies where the incurrence of a loss is probable and the amount can be reasonably estimated. If a range of amounts can be reasonably estimated and no amount within the range is a better estimate than any other amount, then the minimum amount within the range is accrued. The Company does not record a contingent liability when the likelihood of loss is probable but the amount cannot be reasonably estimated or when it is believed to be only reasonably possible or remote. For contingencies where an unfavorable outcome is reasonably possible and the impact would be material, the Company discloses the nature of the contingency and, if feasible, an estimate of the possible loss or range of loss. Loss contingencies considered remote are generally not disclosed. See Note6 Commitments and Contingencies. ** F-13 *Recent Accounting Standards* In December2023, the FASB issued Accounting Standards Update (ASU) No.2023-09,*Income Taxes (Topic740): Improvements to Income Tax Disclosures*. The ASU improves the transparency of income tax disclosures by establishing new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. Under new guidance, all entities subject to ASC740 must consistently categorize and provide greater disaggregation of information in the rate reconciliation. They must also further disaggregate income taxes paid. The new guidance will become effective for the Companys financial statements issued for annual reporting periods beginning on January1, 2026. The Company will be required to adopt this guidance on a prospective basis with an option to apply it retrospectively for each period presented. Early adoption of the standard is also permitted. Management is currently evaluating the impact of the new standard on the Companys financial statements. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Companys financial statements. Note3 Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 28,750,000 Units at a price of $10.00 per unit for a total of $287,500,000, which included the full exercise by the underwriter of its over-allotment option in the amount of 3,750,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Public Share and one-third of one redeemable Warrant (each, a Public Warrant and collectively, the Public Warrants). Each whole Public Warrant entitles the holder to purchase one ClassA Ordinary Share at a price of $11.50 per share, subject to adjustments (see Note7). Note4 Private Placement Warrants The Sponsor purchased an aggregate of 2,500,000Warrants at a price of $1.00 per Warrant in a private placement that closed concurrently with the Initial Public Offering (the Private Placement Warrants). Each Private Placement Warrant entitles the holder to purchase one ClassA Ordinary Share at a price of $11.50 per share, subject to adjustments. Each Warrant will become exercisable 30days after the completion of the initial Business Combination and will not expire except upon liquidation. If the initial Business Combination is not completed within 24months from the closing of the Initial Public Offering, 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). Note5 Related Party Transactions ** *Founder Shares* On September6, 2024, the Company issued an aggregate of 7,187,500 ClassB Ordinary Shares, $0.0001 par value (the Founder Shares), to an entity affiliated with the Sponsor in exchange for a $25,000 payment (approximately $0.003 per share) to cover certain formation and deferred offering costs on behalf of the Company. On October 15, 2024, the Founder Shares were transferred from the affiliated entity to the Sponsor for no additional consideration. As used herein, unless the context otherwise requires, Founder Shares shall be deemed to include the ClassA Ordinary Shares, $0.0001 par value, of the Company issuable upon conversion thereof. The Founder Shares are identical to the Public Shares included in the Units sold in the Initial Public Offering except that the Founder Shares automatically convert into Public Shares at the time of the initial Business Combination (with such conversion taking place immediately prior to, simultaneously with, or immediately following the time of the initial Business Combination, as may be determined by the directors of the Company) or earlier at the option of the holder and are subject to certain transfer restrictions, as described in more detail below. The Sponsor will not be entitled to redemption rights with respect to any Founder Shares and any Public Shares held by the Sponsor in connection with the completion of the initial Business Combination. If the initial Business Combination is not completed within 24months from the closing of the Initial Public Offering, the Sponsor will not be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by it. The Sponsor previously agreed to forfeit up to an aggregate of 937,500 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriter so that the Founder Shares will represent 20% of the Companys issued and outstanding shares after the Initial Public Offering. On November14, 2025, as a result of the underwriters election to fully exercise its over-allotment option, the937,500shares are no longer subject to forfeiture. F-14 The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of (A)sixmonths after the completion of the initial Business Combination or (B)subsequent to the initial Business Combination (the date on which the Company consummates a transaction which results in the shareholder having the right to exchange its shares for cash, securities, or other property subject to certain limited exceptions). Each of the Companys executive officers and directors received an indirect interest in 50,000 Founder Shares through membership interests in the Sponsor for their services. The provision of the indirect interest in the Founder Shares to the Companys executive officers and directors by Sponsor is in the scope of FASB ASC Topic 718, *Compensation-Stock Compensation* (ASC 718).Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of theshares granted to the Companys executive officers and directors was $1.67per share. The Founder Shares were granted subject to a performance condition (i.e., the occurrence of a business combination). Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of December31, 2025, the Company determined that a business combination is not considered probable, and, therefore,nostock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a business combination is considered probable (i.e., upon consummation of a business combination) in an amount equal to the number of Founder Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares. *Administrative Support Agreement* Commencing on the date of the Initial Public Offering, the Company has agreed to reimburse an affiliate of the Sponsor an aggregate of $5,000 a month for office space, utilities and secretarial and administrative support. For the year ended December 31, 2025, the Company incurred $8,167 of fees for these services and recorded as accrued expense in the accompanying balance sheets. There were no services and fees incurred for the year ended December 31, 2024. Upon completion of the initial Business Combination or the Companys liquidation, the Company will cease paying these monthly fees. ** *Related Party Loans* On September6, 2024, the Company and an affiliated entity entered into a loan agreement, whereby such entity agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the Affiliate Note). On October 15, 2024, the Affiliate Note was terminated and the Company and the Sponsor entered into a new loan agreement (the Note) on the same terms as the Affiliate Note. This loan is non-interest bearing and payable on the earlier of December31, 2025, or the date on which the Company consummates the Initial Public Offering. As of December 31, 2025 and 2024, the Company had $197,917 and $25,000, respectively, in outstanding borrowings under the Note. As discussed in Note 10 Subsequent Events, the outstanding balance of $197,917 of the related party loan was repaid on January 12, 2026, and borrowings under the Note are no longer available. *Working Capital Loans* In addition, in order to finance transaction costs in connection with its initial Business Combination, the Sponsor may, but is not obligated to, loan the Company funds as may be required (Working Capital Loans). 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 and 2024, the Company had no outstanding borrowings under Working Capital Loans. F-15 Note6 Commitments and Contingencies ** *Warrant Agreement Amendments* The Warrant agreement provides that (a)the terms of the Public Warrants may be amended without the consent of any holder for the purpose of (i)curing any ambiguity or correcting any mistake, including to conform the provisions of the Warrant agreement to the description of the terms of the Public Warrants and the Warrant agreement set forth in the prospectus, or defective provision (ii)removing or reducing the Companys ability to redeem the Public Warrants and, if applicable, a corresponding amendment to the Companys ability to redeem the Private Placement Warrants or (iii)adding or changing any provisions with respect to matters or questions arising under the Warrant agreement as the parties to the Warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the Public Warrants under the Warrant agreement in any material respect, (b)the terms of the Warrants may be amended with the vote or written consent of at least 50% of the then outstanding Public Warrants and Private Placement Warrants, voting together as a single class, to allow for the Warrants to be, or continue to be, as applicable, classified as equity in the Companys financial statements and (c)all other modifications or amendments to the Companys Warrant agreement with respect to (i)the Public Warrants require the vote or written consent of holders of at least 50% of the then outstanding Public Warrants and (ii)the Private Placement Warrants require the vote or written consent of holders of at least 50% of the then outstanding Private Placement Warrants. Accordingly, the Company may amend the terms of the Public Warrants in a manner adverse to a holder of Public Warrants if holders of at least 50% of the then outstanding Public Warrants approve of such amendment. Although the Companys ability to amend the terms of the Public Warrants with the consent of at least 50% of the then outstanding Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the Warrants, shorten the exercise period or decrease the number of Ordinary Shares purchasable upon exercise of a Warrant. ** *Underwriting Agreement* The Company granted the underwriter a 45-day option to purchase up to 3,750,000 additional Units to cover any over-allotments at the Initial Public Offering price. The underwriter elected to fully exercise the over-allotment option to purchase the additional 3,750,000 Units at a price of $10.00 per Unit concurrently with the closing of the Initial Public Offering on November 14, 2025. The underwriter was paid a cash underwriting discount of $250,000 at the closing of the Initial Public Offering, with an additional fee of 3.00% of the gross offering proceeds payable only upon the Companys completion of its initial Business Combination (the Deferred Discount) for a total deferred underwriting fee of $8,625,000. The Deferred Discount will become payable to the underwriter from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination. ** *Advisory Fee* In addition to the Deferred Discount, the Company engaged Santander US Capital Markets LLC (Santander) to provide advisory services from time to time. As compensation for the services provided under an engagement letter, the Company shall pay Santander a fee equal to 3.00% of the gross proceeds raised in the Initial Public Offering, payable upon closing of the initial Business Combination. The Company has agreed to indemnify Santander and its affiliates in connection with its role in providing the advisory services. The termination clause in the agreement deems the fee earned and recordable as of December 31, 2025, and $8,625,000has been recorded as deferred advisory fee on the accompanying condensed balance sheets. ** *Deferred Legal Fees* The Company has entered into an engagement letter to obtain legal advisory services, pursuant to which the Companys legal counsel agreed to defer fees until the closing of the initial Business Combination. As of December 31, 2025, the Company had incurred $1,197,413 of legal fees in excess of the deferral threshold. As of December 31, 2024, there were no deferred legal fees in excess of the deferral threshold. ** ** F-16 ** *Registration Rights* The holders of (i)Founder Shares (only after conversion of such shares to ClassA 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, will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the registration statement of the Initial Public Offering. These holders will be entitled to make up to three demands and have piggyback registration rights. However, the registration rights agreement provides that the Company will not be 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 Companys securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Note7 Shareholders Deficit ** *Preference Shares* The Company is authorized to issue 2,500,000 preference shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Companys Board of Directors. As of December 31, 2025 and 2024, there were no preference shares issued or outstanding. ** *Ordinary Shares* The authorized Ordinary Shares of the Company include up to 250,000,000 Class A Ordinary Shares with a par value of $0.0001 per share and 25,000,000 Class B Ordinary Shares with a par value of $0.0001 per share. If the Company enters into an initial Business Combination, it may (depending on the terms of such an initial Business Combination) be required to increase the number of Class A Ordinary Shares which the Company is authorized to issue at the same time as the Companys shareholder votes on the initial Business Combination to the extent the Company seeks shareholder approval in connection with the initial Business Combination. Holders of the Companys Ordinary Shares are entitled to one vote for each Ordinary Share (except as otherwise expressed in the Companys amended and restated memorandum and articles of association). The Companys Class A Ordinary Shares have been classified within temporary equity as of November 14, 2025, in accordance with ASC 480-10-S99-3A to the extent that Public Shareholders have the right to redeem such Class A Ordinary Shares upon the completion of the initial Business Combination. As of December 31, 2025 and 2024, there were no Class A Ordinary Shares issued or outstanding. Prior to the consummation of the initial Business Combination, only holders of ClassB Ordinary Shares will have the right to vote on the appointment and removal of directors. Other than as described above, holders of ClassA Ordinary Shares and ClassB Ordinary Shares will vote together as a single class on all other matters submitted to a vote of shareholders except as required by law. The ClassB Ordinary Shares will automatically convert into non-redeemableClassA Ordinary Shares in connection with the consummation of the initial Business Combination or at any time and from time to time at the option of the holder thereof, on a one-for-onebasis, subject to adjustment. ClassA Ordinary Shares issued in connection with the conversion of ClassB Ordinary Shares issued prior to the consummation of the initial Business Combination are subject to the same restrictions as applied to ClassB Ordinary Shares prior to such conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial Business Combination. In the case that additional Class A Ordinary Shares, or equity-linked securities, are issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which Class B Ordinary Shares shall convert into Class A Ordinary Shares will be adjusted (unless the holders of a majority of the outstanding Class B Ordinary Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Ordinary Shares issuable upon conversion of all Class B Ordinary Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all Ordinary Shares issued and outstanding upon the Initial Public Offering plus all Class A Ordinary Shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination). F-17 On November 14, 2025, the Company consummated its Initial Public Offering and sold 28,750,000 Units, including 3,750,000 Units sold pursuant to the full exercise of the underwriters option to purchase additional Units to cover the over-allotment. As such, the 937,500 shares of Class B Ordinary Shares were no longer subject to forfeiture. As of December 31, 2025 and 2024, there were 7,187,500 Class B Ordinary Shares issued and outstanding. *Warrants* Each whole Warrant entitles the holder thereof to purchase one ClassA Ordinary Share at a price of $11.50 per share, subject to adjustment as described herein, at any time commencing 30days after the completion of the initial Business Combination, provided that the Company has an effective registration statement under the Securities Act covering the ClassA Ordinary Shares issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the Warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the Warrant agreement, a Warrant holder may exercise its Warrants only for a whole number of ClassA Ordinary Shares. This means that only a whole Warrant may be exercised at any given time by a Warrant holder. No fractional Warrants will be issued upon separation of the units and only whole Warrants will trade. The Public Warrants will expire fiveyears after the completion of the initial Business Combination, at 5:00p.m., NewYork City time, or earlier upon redemption or liquidation. The Private Placement Warrants will are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the ClassA Ordinary Shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30days after the completion of a Business Combination, subject to certain limited exceptions. The Private Placement Warrants may be exercised for cash or on a cashless basis. The Private Placement Warrants are not redeemable and will not expire except upon liquidation. As of December 31, 2025, there were 9,583,333 Public Warrants and 2,500,000 Private Placement Warrants outstanding. There were no Public Warrants or Private Placement Warrants outstanding as of December 31, 2024. ** *Redemption of Public Warrants*Once the Warrants become exercisable, the Company may redeem the outstanding Public Warrants: | | | In whole and not in part; | | | | | At a price of $0.01 per Public Warrant; | | | | | Upon not less than 30days prior written notice of redemption (the 30-day redemption period); and | | | | | If, and only if, the closing price of the ClassA Ordinary Shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20trading days within a 30-trading-day period ending on the thirdtrading day prior to the date on which the Company sends the notice of redemption to the Warrant holders. | | F-18 The Company will not redeem the Public Warrants for cash unless a registration statement under the Securities Act covering the issuance of the shares of ClassA Ordinary Shares issuable upon exercise of the Public Warrants is then effective and a current prospectus relating to those ClassA Ordinary Shares is available throughout the 30-day redemption period, unless the Warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If, and when, the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption as described in this paragraph, Management will have the option to require any holder that wishes to exercise his, her or its Public Warrant following the notice of redemption to do so on a cashless basis. In the case of such a cashless exercise, each holder would pay the exercise price by surrendering the Public Warrants for that number of ClassA Ordinary Shares equal to the quotient obtained by dividing (x)the product of the number of ClassA Ordinary Shares underlying the Public Warrants, multiplied by the excess of the fair market value less the exercise price of the Public Warrants by (y)the fair market value. The fair market value as used in the preceding sentence shall mean the volume weighted average price of the ClassA Ordinary Shares for the 10trading days ending on thetrading day prior to the date on which the notice of redemption is sent to the holders of the Public Warrants. If Management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of ClassA Ordinary Shares to be received upon exercise of the Public Warrants, including the fair market value in such case. The Company has established the $18.00 per share (as adjusted) redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the Public Warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the Public Warrants, each Public Warrant holder will be entitled to exercise his, her or its Public Warrant prior to the scheduled redemption date. However, the price of the ClassA Ordinary Shares may fall below the $18.00 redemption trigger price as well as the $11.50 Public Warrant exercise price after the redemption notice is issued. In addition, if (x)the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share (with such issue price or effective issue price to be determined in good faith by its Board of Directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price), (y)the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of its initial Business Combination on the date of the completion of its initial Business Combination (net of redemptions), and (z)the volume weighted average trading price of ClassA Ordinary Shares during the 20trading day period starting on thetrading day prior to theday on which the Company consummates its initial Business Combination (such price, the Market Value) is below $9.20 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. F-19 Note 8 Fair Value Measurements At December 31, 2025, assets held in the Trust Account were comprised of $288,940,875of investments in U.S.government treasury bills with a maturity of one hundred eighty-five (185)days or less. Through December 31, 2025, the Company did not withdraw any amount of interest earned on the Trust Account. There were no assets held in the Trust Account as of December31, 2024. The following table presents information about the Companys assets held in the Trust Account that are measured at fair value on a recurring basis: | | | December31, 2025 | | | Level 1 | | | Level 2 | | | Level 3 | | | | Investments held in Trust Account | | $ | 288,940,875 | | | $ | 288,940,875 | | | $ | - | | | $ | - | | | The following table presents information about the Companys Public Warrants that are measured at fair value on November 14, 2025 (upon issuance) and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The public warrants have been classified within shareholders deficit and will not require remeasurement after issuance. | Equity: | | November14, 2025 | | | | Fair value of Public Warrants (Level 3) | | $ | 3,162,500 | | | The Public Warrants were valued using a Monte Carlo model. The Public Warrants have been classified within shareholders deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the valuation of the Public Warrants: | | | November14, 2025 | | | | Implied underlying stock price | | $ | 9.93 | | | | Exercise price | | $ | 11.50 | | | | Simulation term (years) | | | 7.0 | | | | Risk-free rate (continuous) | | | 3.9 | % | | | Selected volatility | | | 5.5 | % | | | Probability of de-SPAC and market adjustment | | | 25 | % | | F-20 Note 9 Segment Reporting ASC Topic 280, *Segment Reporting*, establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Companys chief operating decision maker (CODM), or group, in deciding how to allocate resources and assess performance. The Companys CODM has been identified as the Chief Financial Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, Management has determined that the Company only has one reportable segment. The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statements of operations as net income or loss. The measure of segment assets is reported on the balance sheets as total assets. When evaluating the Companys performance and making key decisions regarding resource allocation, the CODM reviews several key metrics, which include the following: | | | For the YearEnded December31, 2025 | | | For the Period from August 16, 2024 (Inception) through December31, 2024 | | | | Cash | | $ | 1,163,106 | | | $ | 4,200 | | | | Investments held in Trust Account | | | 288,940,875 | | | | - | | | | | | For the YearEnded December31, 2025 | | | For the Period from August 16, 2024 (Inception) through December31, 2024 | | | | General and administrative costs | | $ | 219,519 | | | $ | 74,235 | | | | Advisory fees | | | 8,625,000 | | | | - | | | | Interest earned on investments held in Trust Account | | | 1,440,875 | | | | - | | | General and administrative costs and advisory fees are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital was available to complete an Initial Public Offering and is available to complete a Business Combination within the business combination period. The CODM also reviews general and administrative costs and advisory fees to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs and advisory fees, as reported on the statements of operations, are the significant segment expenses provided to the CODM on a regular basis. The CODM reviews interest earned on the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement. All other segment items included in net income are reported on the statements of operations and described within their respective disclosures. Note10 Subsequent Events The Company evaluated subsequent events and transactions that occurred after December 31, 2025, the balance sheet date, through the date these financial statements were issued. On January 12, 2026, the outstanding balance of $197,917 of the related party loan was repaid and borrowings under the Note are no longer available. F-21 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 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 SECs 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. Managements Annual Report on Internal Control over Financial Reporting This Annual Report on Form 10-K does not include a report of managements 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 40years of experience in the financial aspects of energy-relatedcompanies, and started his career in audit with PricewaterhouseCoopers, followed by 16years as a managing and tax partner of Hein& Associates LLP, focused on mergers and acquisitions, cross-bordertransactions and numerous initial and secondary public offerings. From December1998 to August2007, he was President and Chief Executive Officer of Prime Natural Resources, Inc., an independent Oil and Gas exploration and production company active in the UnitedStates, 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 25years, 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-partyfinancing, 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 April2014 to April2019, he served as a Director and Chairman of the Compensation Committee of Gulf Marine Services (LON:GMS); from August2008 to January2015, as a Director of Eurasia Drilling Company Limited and member of the Audit Committee (LON:EDCL); and from December2013 to the present as a Director of Coastline Exploration Limited. Mr.Andersons 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-profiletransaction 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-drivenventures, 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-qualifiedto 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-foundedHODL Ranch, a blockchain-baseddata center company, and Skybox Datacenters, an enterprise data center company. He is a co-founderand 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-upsand 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 24years of capital markets, equity research and corporate finance experience. Mr.Chow was a top-rankedequity 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 Schlumbergers 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.Dijolss previous non-executiveDirector 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 dIngenieurs de Marseille and the Ecole Superieure dElectricite 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 sevenyears 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 Legacys Board of Directors since 2019. Prior to and concurrently with joining T1 Energy Legacy, he served as Co-Founderand 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-profitHTTP 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 Universit Panthon-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-foundedHODL 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 twentyyears 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 July2019 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 theChief Executive Officer andPortfolio 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-shortequity hedge fund, from 2010 to 2014. While at Sureview Capital, he secured a strategic investment from The Blackstone Group and raised approximately $400million in AUM from global institutions. Immediately prior to forming Sureview, Mr.Wu was at Kingdon Capital, a long-shorthedge fund, from 2004 to 2010. At Kingdon, he was a Portfolio Manager, responsible for investing in a cross-sectionof industries within technology, media, telecom, consumer discretionary, business services, and FinTech. Mr.Wu was a Portfolio Manager of Weiss Multi-StrategyAdvisers 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 Section3(a)(58)(A) of the Exchange Act, a compensation committee and a nominating committee, each comprised of independent directors. Subject to phase-inrules, the rules of the NYSE and Rule10A-3of the ExchangeAct 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 firms 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-approvingall audit and non-auditservices to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approvalpolicies 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 firms internal quality-controlprocedures and (2)any material issues raised by the most recent internal quality-controlreview, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding fiveyears 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 Managements Discussion and Analysis of Financial Condition and Results of Operations; reviewing and approving any related party transaction required to be disclosed pursuant to Item404 of RegulationS-Kpromulgated 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. | | *CompensationCommittee* 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 officers compensation, evaluating our chief executive officers performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officers based on such evaluation; | | | | reviewing and making recommendations to our Board of Directors with respect to the compensation, and any incentive compensation and equity-basedplans 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-basedremuneration 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-evaluationof 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-FrankAct. 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-substantiveamendments, 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 Form10-Kor 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 | | Entitys 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-Founderand 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-fieldServices | | Chairman | | | | | | | | | | | | Philippe Lanier | | EastBanc Inc. | | Real Estate | | Principal | | | | | | | | | | | | Peter Matrai | | T1 Energy Inc. | | Energy | | Co-Founderand Director | | | | | | | | | | | | | | EDGE Global LLC | | Investment | | Co-Founderand 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-timeemployees 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 ofhours 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 ClassA 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 ClassA 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 20tradingdays within any 30-tradingday period commencing at least 150days after our initial Business Combination, the Founder Shares will be released from the lockup. The Private Placement Warrants (including the ClassA Ordinary Shares issuable upon exercise of the Private Placement Warrants) will not be transferable until 30days 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-establishedtarget 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 finders 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-managingSponsor investors, or completing the business combination through a joint venture or other form of shared ownership with our Sponsor, officers or directors or non-managingSponsor 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-managingSponsor 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 finders 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-mentionedconflicts 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 Rule14e-5under the ExchangeAct 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 Managements 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 60days 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 SponsorII 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 ClassB Ordinary Shares. Such shares will automatically convert into ClassA Ordinary Shares upon the consummation of our initial Business Combination or earlier at the option of the holder on a one-for-onebasis, subject to adjustment. | | | (3) | Alussa Energy SponsorII 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-managingSponsor 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-calledrule of three, if voting and dispositive decisions regarding an entitys 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 entitys 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 underwriters 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 September6, 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 October15, 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 28,750,000units if the underwriters Over-AllotmentOption 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 underwriters Over-AllotmentOption 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 finders 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-interestbearing, 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-combinationbusiness to determine executive and director compensation. 79 The holders of (i)Founder Shares (only after conversion of such shares to ClassA 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 Companys 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. | | | EXHIBITNO. | | DESCRIPTION | | | 3.1 | | Amended and Restated Memorandum and Articles of Association of the Company (incorporated by reference to Exhibit 3.1 to the Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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