Aldel Financial II Inc.

Aldel Financial II Inc. (ALDF) is a blank check company, incorporated on July 15, 2024, as a Cayman Islands exempted company, with the primary objective of effecting a Business Combination with one or more businesses or entities ¹. While not limited to a specific industry or geographic region, the company intends to focus its search on businesses within the financial services industry in North America ². As of December 31, 2025, ALDF had not yet commenced any operations and will not generate operating revenues until after the completion of its Business Combination ³. The company is an early-stage and emerging growth company, subject to associated risks ⁴.

ALDF's core business model is that of a Special Purpose Acquisition Company (SPAC), which involves raising capital through an Initial Public Offering (IPO) and private placements, placing the majority of these proceeds into a trust account, and then seeking to acquire an operating business. The company generates non-operating income in the form of interest income from the proceeds held in the Trust Account ⁵. The IPO, consummated on October 23, 2024, involved the sale of 23,000,000 units at $10.00 per unit, generating gross proceeds of $230,000,000 ⁶. Each unit consisted of one Class A ordinary share and one-half of one redeemable Public Warrant ⁷. Simultaneously, private placements generated total proceeds of $7,075,000 from the sale of 477,500 private units to the Sponsor and 230,000 private units to the Underwriter, both at $10.00 per unit, and an additional $100,000 from the Sponsor's purchase of 1,000,000 $15 Private Warrants at $0.10 per warrant ⁸.

The company's financial performance for the year ended December 31, 2025, shows a net income of $9,225,582 ⁹. This income was primarily driven by $9,879,114 in investment income earned in the Trust Account, offset by $653,532 of general and administrative expenses ¹⁰. For the period from July 15, 2024 (inception) to December 31, 2024, the company reported a net income of $1,883,666, consisting of $2,016,502 in investment income and $132,836 in general and administrative expenses ¹¹. As of December 31, 2025, the company held a cash balance of $541,650 ¹² and $243,045,615 in investments and cash held in the Trust Account ¹³. Total assets were $243,725,291 ¹⁴, and total liabilities were $28,145 ¹⁵. The redemption value of the trust account was approximately $10.57 per share as of December 31, 2025 ¹⁶. Basic income per share for redeemable shares was $0.41 ¹⁷, and diluted income per share for redeemable shares was $0.27 ¹⁸. Basic and diluted loss per non-redeemable share was $(0.02) ¹⁹.

Year-over-year comparisons highlight the company's growth in investment income and net income. Investment income earned in the Trust Account increased from $2,016,502 for the period July 15, 2024, to December 31, 2024, to $9,879,114 for the year ended December 31, 2025 ²⁰. Net income also saw a substantial increase from $1,883,666 to $9,225,582 over the same periods ²¹. General and administrative expenses rose from $132,836 to $653,532 ²². The cash balance outside the trust account decreased from $1,004,085 at December 31, 2024, to $541,650 at December 31, 2025 ²³. The investment held in the trust account increased from $233,166,502 to $243,045,615 ²⁴.

During the reported period, Peter Early resigned from the board of directors effective October 27, 2025, and Charles E. Nearburg was appointed to fill the vacancy on the board, effective October 27, 2025, to serve as a Class I director ²⁵. The company also adopted ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, effective January 31, 2025, which resulted in disclosure changes only ²⁶.

ALDF's primary objective for the upcoming period is to complete a Business Combination, focusing on companies within the financial services industry in North America ²⁷. The company aims to acquire established businesses that can benefit from its financial, operational, technological, strategic, or managerial improvements, as well as earlier-stage companies with high revenue growth potential and a clear path to profitability ²⁸. The Business Combination must have a fair market value equal to at least 80% of the net assets held in the Trust Account, excluding deferred underwriting commissions and taxes payable on interest earned ²⁹. The company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest sufficient to avoid registration as an investment company ³⁰.

The company has a 24-month period from the closing of its IPO to complete a Business Combination ³¹. If unable to do so, it will redeem 100% of the outstanding Public Shares at a per-share price equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and up to $100,000 for dissolution and liquidation expenses), divided by the number of outstanding public shares ³². There will be no redemption rights or liquidating distributions for warrants, which will expire worthless if a Business Combination is not consummated within the prescribed period ³³.

Operationally, ALDF will continue to incur expenses as a public company for legal, financial reporting, accounting, and auditing compliance, as well as for due diligence expenses related to completing a Business Combination ³⁴. The company does not expect to generate operating revenues until after the completion of its Business Combination ³⁵. The Sponsor has agreed to be liable to the company if claims by vendors or prospective target businesses reduce the Trust Account to below $10.05 per share, with certain exceptions ³⁶. The company will seek to mitigate this risk by having vendors and service providers waive rights to monies held in the Trust Account ³⁷.

Regarding capital allocation, the company's net proceeds from the IPO and private placements are primarily intended for consummating a Business Combination ³⁸. The Sponsor or its affiliates, or certain officers and directors, may loan funds for transaction costs related to a Business Combination, though there were no such Working Capital Loans outstanding as of December 31, 2025 ³⁹. The company does not believe it needs to raise additional funds for operating its business, but acknowledges that insufficient funds could arise if the estimated costs of identifying and negotiating a target business are less than the actual amounts needed ⁴⁰.

A structural headwind identified is the new U.S. federal 1% excise tax on certain stock repurchases by publicly traded U.S. domestic corporations, effective January 1, 2023, as per the Inflation Reduction Act of 2022 ⁴¹. Any redemption or repurchase after December 31, 2022, in connection with a Business Combination or extension vote, may be subject to this excise tax ⁴². This could potentially reduce the cash available to complete a Business Combination ⁴³. The company's status as an "emerging growth company" and "smaller reporting company" allows it to take advantage of certain exemptions from reporting requirements, which may affect the attractiveness of its securities and their market volatility ⁴⁴.

The company faces several material risks, primarily stemming from its nature as a blank check company. A significant operational risk is the inability to complete a Business Combination within the 24-month period from the IPO closing, which would result in the redemption of all outstanding Public Shares and the expiration of warrants worthless ⁴⁵. The company may encounter competition from other entities, including other SPACs, private equity groups, and operating businesses, which may possess greater financial, technical, human, and other resources ⁴⁶. The obligation to pay cash for public shareholders exercising redemption rights may reduce available resources for a Business Combination, and the potential future dilution from outstanding warrants may be viewed unfavorably by target businesses, placing the company at a competitive disadvantage ⁴⁷. Regulatory risks include the new U.S. federal 1% excise tax on certain stock repurchases, effective January 1, 2023, which could reduce the cash available for a Business Combination ⁴⁸. Furthermore, the company's officers and directors may have fiduciary or contractual obligations to other entities, potentially creating conflicts of interest in identifying and evaluating Business Combination opportunities ⁴⁹.

Management's message to shareholders emphasizes the company's commitment as a blank check company to identifying and consummating a Business Combination. The strategic priority is to focus the search on established businesses within the financial services industry in North America that can benefit from the company's expertise, or earlier-stage companies with high growth potential and a clear path to profitability ⁵⁰. Management highlights that the company will not generate operating revenues until after the completion of its Business Combination ⁵¹. A key forward-looking statement is the commitment to redeem 100% of outstanding Public Shares at a per-share price equal to the aggregate amount in the Trust Account, including interest earned (net of taxes payable and up to $100,000 for dissolution and liquidation expenses), if a Business Combination is not completed within 24 months from the IPO closing ⁵². Management also notes that the redemption value of the trust account was approximately $10.57 per share as of December 31, 2025 ⁵³.