Alussa Energy Acquisition Corp. II Commitments Disclosure

Note 6 — 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 Company’s ability to redeem the Public Warrants and, if applicable, a corresponding amendment to the Company’s 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 Company’s financial statements and (c) all other modifications or amendments to the Company’s 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 Company’s 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 Company’s 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 $8,625,000 has 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 Company’s 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.

Registration Rights

The holders of (i) Founder Shares (only after conversion of such shares to Class A Ordinary Shares), (ii) Private Placement Warrants (and their underlying securities) and (iii) Warrants that may be issued upon conversion of Working Capital Loans (as defined below) (and their underlying securities), if any, 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 Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.