Aldel Financial II Inc.

Overview

Aldel Financial II Inc. is a Cayman Islands exempted company formed on July 15, 2024 as a blank check company (SPAC). The Company was formed to pursue a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination (Business Combination), with a primary focus on targets in the financial services industry with a North American footprint. The Company is an emerging growth company and a smaller reporting company for SEC purposes.

Capital raising and securities

• IPO: On October 23, 2024, the Company completed an initial public offering of 23,000,000 units at $10.00 per unit, including 3,000,000 units from the underwriters’ full exercise of their over-allotment option. Gross proceeds from the IPO were $230,000,000.
  • Each Unit consists of one Class A ordinary share (Public Share) and one-half of one redeemable Public Warrant.
  • Public Warrants become exercisable on the later of 30 days after a Business Combination is completed and 12 months from the IPO close; they expire five years after a Business Combination or earlier upon liquidation.
• Private placements (simultaneous with the IPO):
  • Sponsor Aldel Investors II LLC purchased 477,500 private units and BTIG LLC purchased 230,000 private units, at $10.00 per private unit, for total proceeds of $7,075,000.
  • The Sponsor purchased an aggregate of 1,000,000 $15 Private Warrants at $0.10 per warrant (aggregate $100,000).
  • Each Private Unit includes one common share and one-half of one non‑redeemable warrant.
  • Each $15 Private Warrant entitles the holder to purchase one share of common stock at $15.00, exercisable for 10 years from the Business Combination date, non‑redeemable and may be exercised on a cashless basis. These warrants are not transferable until after a Business Combination except in limited circumstances.

Founders and ownership

• On July 19, 2024, the Sponsor received 5,750,000 Founder Shares for $25,000.
• On August 13, 2024, 690,000 Founder Shares were transferred to members of management and the board, leaving the Sponsor with 5,060,000 Founder Shares.
• On September 25, 2024, the Company issued an additional 410,714 Founder Shares to the Sponsor for approximately $1,666, resulting in the Sponsor owning 5,470,714 Founder Shares.

Trust account and use of funds

• After the IPO, net proceeds from the sale of Units and Private Placement Securities were deposited in a Trust Account invested in U.S. government securities or compliant money market funds to be used for a Business Combination or returned to public shareholders if a Business Combination is not completed.
• The amount initially placed in the Trust Account was $231,150,000 (reported as $10.05 per Unit).
• As of December 31, 2025, the Trust Account held $243,045,615 in investments and cash, and the Company held $541,650 of cash outside the Trust Account.
• The Company had not withdrawn interest from the Trust Account to pay taxes through December 31, 2025.
• If a Business Combination is not completed, redemptions and liquidation rules apply; the Company may use funds released from the Trust Account for general corporate purposes if not all funds are used for consideration in a Business Combination or redemptions.

Business plan and activity

• The Company’s business plan is to identify, evaluate and consummate a Business Combination with one or more target businesses or assets, primarily in the financial services sector in North America.
• The Company expects the post-transaction structure to result in ownership of 50% or more of the target or otherwise achieve a controlling interest to avoid registration under the Investment Company Act.
• The board may obtain independent fairness opinions or valuations as needed to satisfy the 80% test for a proposed Business Combination.
• If the Company completes a Business Combination with an entity affiliated with the Sponsor or management, an independent opinion will be required.
• The Company had not commenced operations as of December 31, 2025 and will not generate operating revenues until after completion of a Business Combination.

Management, employees and offices

• Executive officers:
  • Robert I. Kauffman, Chief Executive Officer
  • Hassan R. Baqar, Chief Financial Officer and Secretary
• The Company does not intend to have any full‑time employees prior to completion of a Business Combination.
• Executive offices are located at 104 S. Walnut Street, Unit 1A, Itasca, IL 60143. Office space is provided by the Sponsor for a minimal monthly payment as part of the Sponsor’s management and administrative services (up to $20,000 per month).

Liquidity, redemption mechanics and capital structure

• Trust assets as of December 31, 2025: approximately $243.0 million (investments and cash).
• Cash outside the Trust: approximately $541,650.
• Public shareholders have redemption rights in connection with a Business Combination, with cash redemption priced at the per‑share amount on deposit in the Trust Account (plus interest, net of taxes) divided by the number of outstanding public shares; the approximate per‑share trust value was $10.57 as of December 31, 2025.
• Public Warrants do not have redemption rights.
• Founder Shares and Private Placement Securities remain outstanding as issued in the Sponsor’s and private purchasers’ placements.
• If a Business Combination is pursued with shareholder approval without tendering redemptions under tender offer rules, there is a 15% cap on redemptions by any one shareholder group (together with affiliates or persons acting in concert) unless prior consent is obtained.
• If no Business Combination is completed within 24 months, public shares will be redeemed for cash and warrants will expire worthless; no redemption rights exist for warrants in liquidation.

Regulatory and reporting status

• The Company is a Cayman Islands exempted company and has a 20‑year tax exemption under Cayman law.
• The Company has filed a Registration Statement on Form 8‑A with the SEC and is subject to Exchange Act reporting obligations (Form 10‑K, Form 10‑Q, etc.). The Company is an emerging growth company (EGC) and a smaller reporting company under SEC rules.
• Public SEC filings and related materials are available on the SEC website (sec.gov).

Summary

Aldel Financial II Inc. is a Cayman‑domiciled SPAC formed to pursue a financial services‑focused Business Combination in North America. The Company completed a $230 million IPO in October 2024, raised approximately $7.1 million in concurrent private placements and issued private warrants to the Sponsor. A Trust Account of approximately $243 million (as of December 31, 2025) is designated to fund a Business Combination or redemptions. The Company had not commenced operations as of December 31, 2025, has two executive officers, and does not plan to hire full‑time employees before completing a Business Combination.