Aldel Financial II Inc.

DEF 14A 1 tm2624830-4_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549​

SCHEDULE 14A

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LETTER TO SHAREHOLDERS OF ALDEL FINANCIAL II INC.

NOTICE OF THE EXTRAORDINARY GENERAL MEETING OF

SHAREHOLDERS IN LIEU OF ANNUAL MEETING

To Be Held at 10:00 a.m. Eastern Time on October 5, 2026

Dear Shareholders of Aldel Financial II Inc.:

You are cordially invited to attend (in person or by proxy) the extraordinary general meeting of shareholders in lieu of annual meeting of Aldel Financial II Inc. (the “Company” or “ALDF”) to be held on October 5, 2026 at 10:00 a.m., Eastern Time, at the offices of the Company, located at 104 S. Walnut Street, Unit 1A, Itasca, IL, 60143, and virtually via the Internet athttps://www.cstproxy.com/aldelfinancialii/2026, (the “Extraordinary General Meeting”), or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. Shareholders are encouraged to observe the meeting virtually via the Internet athttps://www.cstproxy.com/aldelfinancialii/2026. The accompanying proxy statement is dated September 21, 2026.

The attached Notice of the Extraordinary General Meeting and accompanying Proxy Statement (the “Proxy Statement”) describe the business the Company will conduct at the Extraordinary General Meeting and provide information about the Company that you should consider when you vote your shares.

As set forth in the attached Proxy Statement, the Extraordinary General Meeting is being held to consider and vote upon the following proposals:

Proposal No. 1 — Extension Amendment Proposal — A proposal, by special resolution, to amend (the “Extension Amendment”) the Company’s Amended and Restated Memorandum and Articles of Association by adopting the amendment to the Company’s Amended and Restated Memorandum and Articles of Association in the form set forth in Annex A to the Proxy Statement (i) to allow the Company to extend the date by which the Company must consummate a business combination from October 23, 2026 (the “Deadline Date”) (the date that is 24 months from the closing date of the Company’s initial public offering of units (the “IPO”)) on a monthly basis up to fifteen times (each, an “Extension) until January 23, 2028 (the “Extended Date”) (the “Extension Amendment Proposal”) in accordance with the terms set forth in the Investment Management Trust Agreement, dated October 21, 2024 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer and Company (the “Trustee”), as amended. We refer to this proposal as the “Extension Amendment Proposal”;

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Proposal No. 2 — Withdrawal Amendment Proposal — A proposal, by special resolution, to amend Article 186 (b) (ii) of the Articles to reduce the amount of interest earned on the trust account that the Company is entitled to withdraw from the trust account to cover liquidation and dissolution expenses from $100,000 to $25,000. We refer to this proposal as the “Withdrawal Amendment Proposal”;

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Proposal No. 3 — Trust Agreement Amendment Proposal — A proposal, by as a special resolution, to amend (the “Trust Agreement Amendment”) the Trust Agreement (i) to allow the Company to extend the date on which the Trustee must liquidate the trust account established by the Company in connection with the IPO (the “trust account”) if the Company has not completed its initial business combination by the Deadline Date, or extended such date on a monthly basis up to fifteen times until the Extended Date by depositing $50,000 (the “Extension Payment”) into the trust account for each one-month extension two (2) days prior to such Extension, and (ii) to reduce the amount of interest earned on the trust account that the Company is entitled to withdraw from the trust account to cover liquidation and dissolution expenses from $100,000 to $25,000 (the “Trust Agreement Amendment Proposal”);

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Proposal No. 4 — Director Election Proposal — A proposal, by as an ordinary resolution, to appoint Stuart Kovensky and Meltem Demirors as Class II directors on the Company’s board of directors to serve until the 2029 annual general meeting of the Company, until his or her successor

​ is duly elected and qualified, or until his or her earlier death, resignation or removal (the “Director Election Proposal”); and

Proposal No. 5 — Auditor Ratification Proposal — A proposal, as an ordinary resolution, to ratify the appointment by our audit committee of Fruci & Associates II, PLLC as the Company’s independent registered public accounting firm for the Company’s fiscal year ending 31 December 2025 (the Auditor Ratification Proposal:”); and

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Proposal No. 6 — Adjournment Proposal — A proposal, as an ordinary resolution, to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal, the Withdrawal Amendment Proposal, the Trust Agreement Amendment Proposal, the Director Election Proposal or the Auditor Ratification Proposal (the “Adjournment Proposal”), which will only be presented at the Extraordinary General Meeting if, based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting to approve the aforementioned proposals, in which case the Adjournment Proposal will be the only proposal presented at the Extraordinary General Meeting.

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The above matters are more fully described in the accompanying Proxy Statement, which you are encouraged to read carefully in its entirety.

Approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law and our existing amended and restated memorandum and articles of association (the “Articles”), being the affirmative vote of at least two-thirds (2/3) of the votes cast by the holders of the issued and outstanding Class A ordinary shares, par value $0.0001 per share, of the Company (“Class A Ordinary Shares”) and the Class B Ordinary Shares (together with the Class A Ordinary Shares, the “Ordinary Shares”) who are present in person or represented by proxy and entitled to vote thereon at the Extraordinary General Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting.

Approval of the Withdrawal Amendment Proposal requires a special resolution under Cayman Islands law and our Articles, being the affirmative vote of at least two-thirds (2/3) of the votes cast by the holders of the issued and outstanding Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Extraordinary General Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting. Approval of the Trust Agreement Amendment Proposal requires a special resolution under Cayman Islands law, the Articles, and the Trust Agreement, being the affirmative vote of at least two-thirds (2/3) of the votes cast by the holders of the issued and outstanding Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Extraordinary General Meeting.

Approval of the Director Election Proposal requires an ordinary resolution under Cayman Islands law and the Articles, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Extraordinary General Meeting.

Approval of the Auditor Ratification Proposal requires an ordinary resolution under Cayman Islands law and the Articles, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Extraordinary General Meeting.

Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law and the Articles, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Extraordinary General Meeting.

As contemplated by the Articles, in the event that any amendment is made to the Articles to, among other things, modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination, the holders of Public Shares (the “Public Shareholders ”) may elect to redeem their Public Shares upon the approval of any such amendment to the Articles in exchange for a pro rata share of the aggregate amount then on deposit in the Trust Account, including interest earned on the

Trust Account (net of taxes paid or payable, if any), divided by the number of then outstanding Public Shares (the “Redemption”). You may elect to redeem your Public Shares in connection with the Extraordinary General Meeting, regardless of whether you vote for or against the proposals, by following the instructions set forth in the accompanying Proxy Statement.

Notwithstanding the foregoing, pursuant to our Articles, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares, without the Company’s prior consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

THE COMPANY’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE (I) “FOR” THE EXTENSION AMENDMENT PROPOSAL, (II) THE WITHDRAWAL AMENDMENT PROPOSAL, (III) THE TRUST AGREEMENT AMENDMENT PROPOSAL, (IV) THE DIRECTOR ELECTION PROPOSAL, (V) “FOR” THE AUDITOR RATIFICATION PROPOSAL AND (VI) “FOR” THE ADJOURNMENT PROPOSAL, IF PRESENTED.

Our board of directors has fixed the close of business on September 10, 2026 (the “Record Date”), as the record date for the Extraordinary General Meeting. Only shareholders of record on the Record Date are entitled to notice of and to vote at the Extraordinary General Meeting or any postponement or adjournment thereof. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

All of our shareholders are cordially invited to observe the Extraordinary General Meeting via the Internet athttps://www.cstproxy.com/aldelfinancialii/2026. To ensure your representation at the Extraordinary General Meeting, however, you are urged to complete, sign, date and return your proxy card as soon as possible. You may revoke your proxy card at any time prior to the Extraordinary General Meeting. If you hold your Ordinary Shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that the shares you beneficially own are represented and voted at the Extraordinary General Meeting. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Extraordinary General Meeting and vote in person, you will need to obtain a legal proxy from your bank, broker or nominee authorizing you to vote these shares and email a copy (a legible photograph is sufficient) of your proxy to proxy@continentalstock.com no later than 72 hours prior to the Extraordinary General Meeting.

A shareholder’s failure to vote in person or by proxy will not be counted towards the number of Ordinary Shares required to validly establish a quorum. Abstentions, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting.

YOUR VOTE IS IMPORTANT. Please sign, date and return your proxy card as soon as possible. You are requested to carefully read the proxy statement and accompanying Notice of Extraordinary General Meeting for a more complete statement of matters to be considered at the Extraordinary General Meeting.

If you have any questions or need assistance voting your Ordinary Shares, please contact Advantage Proxy, Inc., our proxy solicitor, by calling 866-894-0536 (toll-free), or by emailing Ksmith@advantageproxy.com.

Sincerely,

/s/ Robert Kauffman

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Robert Kauffman

Chairman and Chief Executive Officer

September 21, 2026

If you return your proxy card signed and without an indication of how you wish to vote, your shares will be voted in favor of each of the proposals presented.

This proxy statement is dated September 21, 2026.

IMPORTANT

Whether or not you expect to attend the Extraordinary General Meeting, you are respectfully requested by our Board of Directors to complete, sign, date and return the enclosed proxy card promptly, or follow the instructions contained in the proxy card or voting instructions provided by your bank, broker or other nominee. If you grant a proxy, you may revoke it at any time prior to the Extraordinary General Meeting.

PLEASE NOTE: If your shares are held in “street name”, your broker, bank, custodian, or other nominee holder cannot vote your shares on “non-routine” matters, such as the Extension Amendment Proposal, the Withdrawal Amendment Proposal, the Trust Agreement Amendment Proposal, the Director Election Proposal, the Auditor Ratification Proposal and the Adjournment Proposal (defined below) unless you direct the nominee holder how to vote by following the instructions contained on the voting instruction form provided by your broker, bank, custodian or other nominee.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD PUBLIC SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES AND PUBLIC RIGHTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT BY 5:00 P.M. EASTERN TIME ON OCTOBER 1, 2026, THE DATE THAT IS TWO BUSINESS DAYS PRIOR TO THE SCHEDULED VOTE AT THE EXTRAORDINARY GENERAL MEETING, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, INCLUDING THE LEGAL NAME, PHONE NUMBER, AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, AND (3) DELIVER YOUR PUBLIC SHARES TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

NOTICE OF THE EXTRAORDINARY GENERAL MEETING OF

SHAREHOLDERS IN LIEU OF ANNUAL GENERAL MEETING

TO BE HELD ON MONDAY, OCTOBER 5, 2026

To the Shareholders of Aldel Financial II Inc.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders in lieu of annual meeting (the “Extraordinary General Meeting”) of Aldel Financial II Inc., a Cayman Islands exempted company (the “Company” or “ALDF”), will be held on Monday, October 5, 2026 at 10:00 a.m., Eastern Time, at the offices of the Company, located at 104 S. Walnut Street, Unit 1A, Itasca, IL, 60143, United Sates of America, and virtually via the Internet athttps://www.cstproxy.com/aldelfinancialii/2026, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. Shareholders are encouraged to observe the meeting virtually. The Extraordinary General Meeting will be held to consider and vote upon the following proposals:

To resolve as a special resolution, to amend (the “Extension Amendment”) the Company’s existing amended and restated memorandum and articles of association (the Articles) to (i) allow the Company to extend the date by which the Company must consummate a business combination from October 23, 2026 (the “Deadline Date”) (the date that is 24 months from the closing date of the Company’s initial public offering of units (the “IPO”)) on a monthly basis up to fifteen times (each, an “Extension”) until January 23, 2028 (the “Extended Date”) (the “Extension Amendment Proposal”) in accordance with the terms set forth in the Investment Management Trust Agreement, dated October 21, 2024, (the “Trust Agreement”) by and between the Company and Continental Stock Transfer and Company (the “Trustee”), as amended;

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To resolve, as a special resolution, to amend (the “Withdrawal Amendment”) Article 186 (b) (ii) of the Articles to reduce the amount of interest earned on the trust account that the Company is entitled to withdraw from the trust account to cover liquidation and dissolution expenses from $100,000 to $25,000 (the “Withdrawal Amendment Proposal”);

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To resolve as a special resolution, to amend (the “Trust Agreement Amendment”) the Trust Agreement (i) to allow the Company to extend the date on which the Trustee must liquidate the trust account established by the Company in connection with the IPO (the “trust account”) if the Company has not completed its initial business combination by the Deadline Date, or extended such date on a monthly basis up to fifteen times until the Extended Date by depositing $50,000 (the “Extension Payment”) into the trust account for each one-month extension two (2) days prior to such Extension, and (ii) to reduce the amount of interest earned on the trust account that the Company is entitled to withdraw from the trust account to cover liquidation and dissolution expenses from $100,000 to $25,000 (the “Trust Agreement Amendment Proposal”);

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To resolve as an ordinary resolution, to appoint Stuart Kovensky and Meltem Demirors as Class II directors on the Company’s board of directors to serve until the 2029 annual general meeting of the Company, until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal (the “Director Election Proposal”);

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To resolve as an ordinary resolution, to ratify the appointment by our audit committee of Fruci & Associates II, PLLC as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2025 (the “Auditor Ratification Proposal”); and

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To resolve as an ordinary resolution, to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal, the Withdrawal Amendment Proposal, the Trust Agreement Amendment Proposal, the Director Election Proposal and/or the Auditor Ratification Proposal (the “Adjournment Proposal”), which will only be presented at the Extraordinary General Meeting if,

​ based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting to approve the aforementioned proposals, in which case the Adjournment Proposal will be the only proposal presented at the Extraordinary General Meeting.

The above matters are more fully described in the accompanying proxy statement, which you are encouraged to read carefully in its entirety. Notwithstanding the order in which the proposals are set out herein, the Company may put the proposals to the Extraordinary General Meeting in such order as it may determine.

The full text of the resolutions to be voted on is as follows:

Proposal No. 1 — Extension Amendment Proposal

“RESOLVED, as a special resolution, that the Amended and Restated Memorandum and Articles of Association of the Company, as amended by special resolution adopted on October 21, 2024, be further amended by the deletion of the current Article 186(a) in its entirety and the insertion of the following language in its place:

(a) the Company does not consummate a Business Combination within 24 months from the consummation of the IPO (the “Deadline Date”) or such later date as approved by a resolution of the board of directors of the Company, at the request of the Sponsor, to extend the Deadline Date to consummate a Business Combination up to fifteen (15) times, each by an additional one (1) month, for a total of up to fifteen (15) months from the Deadline Date to complete a Business Combination, subject to the Sponsor depositing additional funds into the Trust Account as set out in the investment management trust agreement dated 21 October 2024 by and between (1) the Company and (2) Continental Stock Transfer & Trust Company (as amended) or such later time as the Members may approve by Special Resolution in accordance with these Articles, or”

Proposal No.2 — Withdrawal Amendment Proposal

“RESOLVED, as a special resolution, that the Amended and Restated Memorandum and Articles of Association of the Company, as amended by special resolution adopted on October 21, 2024, be further amended by the deletion of “US$100,000” in line 5 of Article 186 (b) (ii) and the insertion of “US$25,000”.

Proposal No. 3 — Trust Agreement Amendment Proposal

“RESOLVED, as a special resolution, that the Trust Agreement be amended (i) to allow the Company to extend the date on which the Trustee must liquidate the trust account established by the Company in connection with the IPO (the “trust account”) if the Company has not completed its initial business combination by the Deadline Date, or extended such date on a monthly basis up to fifteen times until the Extended Date by depositing $50,000 into the trust account for each one-month extension two (2) days prior to such Extension, and (ii) to reduce the amount of interest earned on the trust account that the Company is entitled to withdraw from the trust account to cover liquidation and dissolution expenses from $100,000 to $25,000.”

Proposal No. 4 — Director Election Proposal

“RESOLVED, as an ordinary resolution, that Stuart Kovensky and Meltem Demirors each be appointed as a Class II director on the Company’s board of directors to serve until the 2029 annual general meeting of the Company, until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal.”

Proposal No. 5 — Auditor Ratification Proposal

“RESOLVED, as an ordinary resolution, that the appointment of Fruci & Associates II, PLLC as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025 be ratified, approved and confirmed in all respects.”

Proposal No. 6 — Adjournment Proposal

“RESOLVED, as an ordinary resolution, that the adjournment of the Extraordinary General Meeting to a later time, date and place to be determined by the chairman of the Extraordinary General Meeting be and is hereby authorized and approved.”

Approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law and our existing amended and restated memorandum and articles of association (the “Articles”), being the affirmative vote of at least two-thirds (2/3) of the votes cast by the holders of the issued and outstanding Class A ordinary shares, par value $0.0001 per share, of the Company (“Class A Ordinary Shares”) and the Class B Ordinary Shares (together with the Class A Ordinary Shares, the “Ordinary Shares”) who are present in person or represented by proxy and entitled to vote thereon at the Extraordinary General Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting.

Approval of the Withdrawal Amendment Proposal requires a special resolution under Cayman Islands law and our Articles being the affirmative vote of at least two-thirds (2/3) of the votes cast by the holders of the issued and outstanding Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Extraordinary General Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting

Approval of the Trust Agreement Amendment Proposal requires a special resolution under Cayman Islands law and the Trust Agreement, being the affirmative vote of at least two-thirds (2/3) of the votes cast by the holders of the issued and outstanding Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Extraordinary General Meeting.

Approval of the Director Election Proposal requires an ordinary resolution under Cayman Islands law and our Articles, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Extraordinary General Meeting.

Approval of the Auditor Ratification Proposal requires an ordinary resolution under Cayman Islands law and the Articles, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Extraordinary General Meeting.

Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law and the Articles, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Extraordinary General Meeting.

Only shareholders of record of the Company as of the close of business on September 10, 2026, are entitled to notice of, and to vote at, the Extraordinary General Meeting or any adjournment or postponement thereof. Each Ordinary Share entitles the holder thereof to one vote. On the record date, there were 29,868,214 Ordinary Shares issued and outstanding, including 23,707,500 Class A Ordinary Shares and 6,160,714 Class B Ordinary Shares. The Company’s warrants do not have voting rights in connection with the proposals.

Enclosed is the Proxy Statement containing detailed information about the Extraordinary General Meeting, the Extension Amendment Proposal, the Withdrawal Amendment Proposal, the Trust Agreement Amendment Proposal, the Director Election Proposal, the Auditor Ratification Proposal and the Adjournment Proposal.

Whether or not you plan to attend the Extraordinary General Meeting, the Company urges you to read this material carefully and vote your shares.

YOUR VOTE IS IMPORTANT. Proxy voting permits shareholders unable to attend the Extraordinary General Meeting in person to vote their shares through a proxy. By appointing a proxy, your shares will be represented and voted in accordance with your instructions. You can vote your shares by completing, signing, dating and returning your proxy card. Proxy cards that are signed and returned but do not include voting instructions will be voted by the proxy as recommended by our board of directors. You can change your voting instructions or revoke your proxy at any time prior to the Extraordinary General Meeting by following the instructions included in this proxy statement and on the proxy card. If you hold your Ordinary Shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that the shares you beneficially own are represented and voted at the Extraordinary General Meeting. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Extraordinary General Meeting and vote in person, you will need to obtain a legal proxy from your bank, broker or nominee authorizing you to vote these shares and email a copy (a legible photograph is sufficient) of your proxy to proxy@continentalstock.com no later than 72 hours prior to the Extraordinary General Meeting.

Whether or not you plan to attend the Extraordinary General Meeting, it is strongly recommended that you complete, sign, date and return your proxy card before the Extraordinary General Meeting date to ensure that your shares will be represented and voted at the Extraordinary General Meeting. You are urged to review carefully the information contained in the enclosed proxy statement prior to deciding how to vote your shares. If you have any questions or need assistance voting your Ordinary Shares, please contact Advantage Proxy, Inc., our proxy solicitor, by calling 866-894-0536 (toll-free), or by emailing Ksmith@advantageproxy.com.

By Order of our Board of Directors,

/s/ Robert Kauffman

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Robert Kauffman

Chairman and Chief Executive Officer

September 21, 2026

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD PUBLIC SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES AND PUBLIC RIGHTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT BY 5:00 P.M. EASTERN TIME ON OCTOBER 1, 2026, THE DATE THAT IS TWO BUSINESS DAYS PRIOR TO THE SCHEDULED VOTE AT THE EXTRAORDINARY GENERAL MEETING, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, INCLUDING THE LEGAL NAME, PHONE NUMBER, AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, AND (3) DELIVER YOUR PUBLIC SHARES TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON OCTOBER 5, 2026

This Notice of Extraordinary General Meeting and Proxy Statement, our Annual Report on Form 10-K for the period ended December 31, 2025 and our Quarterly Reports on Form 10-Q for the period ended March 31, 2026, and the period ended June 30, 2026 are available athttps://www.cstproxy.com/aldelfinancialii/2026.