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Alussa Energy Acquisition Corp. II (NYSE: ALUB-UN) Form 3 shows 7,187,500 Class A share equivalent

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Alussa Energy Sponsor II LLC, a 10% owner of Alussa Energy Acquisition Corp. II (ALUB), reported its initial beneficial ownership on a Form 3. The filing shows derivative ownership of Class B ordinary shares that are convertible into 7,187,500 Class A ordinary shares as described in the company’s Form S-1 registration statement.

The Class B ordinary shares have no expiration date and include up to 937,500 Class B shares that may be forfeited depending on how much of the underwriters’ over-allotment option is exercised in connection with the company’s initial public offering of units. The securities are held of record by Alussa Energy Sponsor II LLC, and its managing members are stated not to have or share beneficial ownership of these securities individually.

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Insider Alussa Energy Sponsor II LLC
Role 10% Owner
Type Security Shares Price Value
holding Class B Ordinary Shares -- -- --
Holdings After Transaction: Class B Ordinary Shares — 7,187,500 shares (Direct)
Footnotes (1)
  1. The Class B ordinary shares are convertible for the Issuer's Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement filed on Form S-1 (File No. 333-290822) (the "Registration Statement") and have no expiration date. The Class B ordinary shares beneficially owned by the Reporting Person include up to 937,500 Class B ordinary shares subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement. Alussa Energy Sponsor II LLC (the "Reporting Person") is the record holder of the securities reported herein. Each of Daniel Barcelo, W. Richard Anderson and Benjamin W. Atkins is a managing member of the Reporting Person and no individual managing member exercises voting or investment discretion over any of the securities held by the Reporting Person. Accordingly, none of them is deemed to have or share beneficial ownership of such securities.
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SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
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hours per response: 0.5
1. Name and Address of Reporting Person*
Alussa Energy Sponsor II LLC

(Last) (First) (Middle)
C/O ALUSSA ENERGY ACQUISITION CORP. II
1001 S CAPITAL OF TEXAS HWY

(Street)
AUSTIN TX 78746

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/12/2025
3. Issuer Name and Ticker or Trading Symbol
Alussa Energy Acquisition Corp. II [ ALUB ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Ordinary Shares (1) (1) Class A Ordinary Shares 7,187,500 (1) D(2)
Explanation of Responses:
1. The Class B ordinary shares are convertible for the Issuer's Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement filed on Form S-1 (File No. 333-290822) (the "Registration Statement") and have no expiration date. The Class B ordinary shares beneficially owned by the Reporting Person include up to 937,500 Class B ordinary shares subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement.
2. Alussa Energy Sponsor II LLC (the "Reporting Person") is the record holder of the securities reported herein. Each of Daniel Barcelo, W. Richard Anderson and Benjamin W. Atkins is a managing member of the Reporting Person and no individual managing member exercises voting or investment discretion over any of the securities held by the Reporting Person. Accordingly, none of them is deemed to have or share beneficial ownership of such securities.
Remarks:
Exhibit 24 - Power of Attorney
/s/ W. Richard Anderson, Attorney-in-Fact for Alussa Energy Sponsor II LLC 11/12/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Alussa Energy Sponsor II LLC report in this Form 3 for ALUB-UN?

Alussa Energy Sponsor II LLC reported its initial beneficial ownership as a 10% owner of Alussa Energy Acquisition Corp. II, disclosing derivative holdings of Class B ordinary shares convertible into 7,187,500 Class A ordinary shares.

How many Class A ordinary shares underlie the reported derivative securities of ALUB-UN?

The derivative securities reported are Class B ordinary shares that are convertible into 7,187,500 Class A ordinary shares, according to the description in the company’s Form S-1 registration statement.

Do the Class B ordinary shares reported for ALUB-UN have an expiration date?

No. The filing states that the Class B ordinary shares have no expiration date and are convertible into Class A ordinary shares as described in the Form S-1.

What portion of the Class B ordinary shares for ALUB-UN may be forfeited?

The Class B ordinary shares beneficially owned include up to 937,500 Class B ordinary shares that are subject to forfeiture to the issuer depending on how much of the underwriters’ over-allotment option is exercised in the initial public offering of units.

Who is the record holder of the reported ALUB-UN securities?

Alussa Energy Sponsor II LLC is the record holder of the securities. The filing notes that its managing members do not individually exercise voting or investment discretion over these securities and are not deemed to have or share beneficial ownership.

What is the relationship of the reporting person to Alussa Energy Acquisition Corp. II (ALUB-UN)?

The reporting person, Alussa Energy Sponsor II LLC, is identified as a 10% owner of Alussa Energy Acquisition Corp. II and has filed the Form 3 as a single reporting person.