Aldel Financial II Inc.
For the period ended Sep 30, 2026. Filed Nov 3, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 3, 2026
ALDF$10.750.0%Stored close · as of Nov 5, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-07-21.
0001104659-26-085411
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-03.
0001104659-26-122189
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 87 previous paragraphs and 89 current paragraphs.
64 unchanged; 15 reworded; 10 added; 7 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (10)
Current report
On October 5, 2026, the Company held an extraordinary general meeting in lieu of an annual general meeting (the “Meeting”) of its shareholders.
Current report
Pursuant to the approvals in the Meeting the Company filed an amendment to its Amended and Restated Memorandum and Articles of Association to allow the Company extend the date by which the Company must consummate a business combination from October 23, 2026 on a monthly basis up to fifteen times until January 23, 2028 in accordance with the terms set forth in the Investment Management Trust Agreement (“Trust Agreement”), dated October 21, 2024, by and between the Company and Continental Stock Transfer and Company, as amended.
Current report
Trust Agreement was amended to (i) 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 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 January 23, 2028 by depositing $50,000 into the trust account for each one-month extension which will be due two days before each deadline date, 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.
Current report
Effective October 5, 2026, 19,690,019 Class A ordinary shares were redeemed for total redemption payment of $213,842,786. The Trust balance after the redemption was $35,947,936.
Current report
As a result of redemption, Company may not qualify to be listed on Nasdaq. As such, Company has applied and have been approved for its Public Shares and Public Warrants to be listed on OTC Markets
Current report
For the nine months ended September 30, 2026, the Company reported net income of $6,179,716, which consists of $6,635,735, in investment income earned in Trust Account, offset by $456,019 of general and administrative expenses.
Current report
For the nine months ended September 30, 2025, the Company reported net income of $7,092,083, which consists of $7,482,906, in investment income earned in Trust Account, offset by $390,823 of general and administrative expenses.
Current report
For the three months ended September 30, 2026, the Company reported net income of $2,162,884, which consists of $2,283,478, in investment income earned in Trust Account, offset by $120,594 of general and administrative expenses.
Current report
For the three months ended September 30, 2025, the Company reported net income of $2,450,594, which consists of $2,570,630, in investment income earned in Trust Account, offset by $120,036 of general and administrative expenses.
Current report
Recently issued accounting standards
Removed paragraphs (7)
Previous report
For the six months ended June 30, 2026, the Company reported net income of $4,016,832, which consists of $4,352,257, in investment income earned in Trust Account, offset by $335,425 of general and administrative expenses.
Previous report
For the six months ended June 30, 2025, the Company reported net income of $4,641,489, which consists of $4,912,276, in investment income earned in Trust Account, offset by $270,787 of general and administrative expenses.
Previous report
For the three months ended June 30, 2026, the Company reported net income of $2,109,887, which consists of $2,225,629, in investment income earned in Trust Account, offset by $115,742 of general and administrative expenses.
Previous report
For the three months ended June 30, 2025, the Company reported net income of $2,389,999, which consists of $2,495,957, in investment income earned in Trust Account, offset by $105,958 of general and administrative expenses.
Previous report
Promissory Notes
Previous report
As of June 30, 2026, there was no outstanding balance under the promissory notes.
Previous report
Recently issued accounting standard
Reworded paragraphs (15)
Previous wording
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” or refer to Aldel Financial II Inc. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Aldel Investors II LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the Company’s 2025 annual financial statements filed on Form 10-K and financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Current wording
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Aldel Financial II Inc. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Aldel Investors II LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the Company’s 2025 annual financial statements filed on Form 10-K and financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Previous wording
The holders of Public Shares are entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. As of June 30, 2026, the redemption value of the trust account was approximately $10.76 per share.
Current wording
The holders of Public Shares are entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. As of September 30, 2026, the redemption value of the trust account was approximately $10.86 per share.
Previous wording
On July 19, 2024, the Company issued a promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $180,000. On September 25, 2024, the Company issued an additional 410,714 Founder Shares to the Sponsor for an approximate aggregate purchase price of $1,666. The purchase price was satisfied against the promissory note between Company and Sponsor dated July 19, 2024.
Current wording
On October 23, 2026, Company issued a promissory note to the Sponsor, pursuant to which Company may borrow up to an aggregate principal amount of $1,000,000.
Previous wording
As of June 30, 2026, the Company held a cash balance of $283,112. Prior to the IPO, our liquidity needs were satisfied through the $25,000 proceeds received from the Sponsor for purchase of Founder Shares (as defined below), as well as $180,000 loan from Sponsor under a promissory note (“Promissory Notes”).
Current wording
As of September 30, 2026, the Company held a cash balance of $209,992. Prior to the IPO, our liquidity needs were satisfied through the $25,000 proceeds received from the Sponsor for purchase of Founder Shares (as defined below), as well as $180,000 loan from Sponsor under a promissory note (“Promissory Notes”).
Previous wording
On October 23, 2024, we consummated its IPO of 23,000,000 Units that were issued pursuant to the underwriters’ full exercise of their over-allotment option. The Units were sold at $10.00 per Unit, generating gross proceeds to the Company of $230,000,000.
Current wording
On October 23, 2024, we consummated our IPO of 23,000,000 Units that were issued pursuant to the underwriters’ full exercise of their over-allotment option. The Units were sold at $10.00 per Unit, generating gross proceeds to the Company of $230,000,000.
Previous wording
From the proceeds of the IPO and Private Placement, the Company put 231,150,000 ($10.05 per Unit) in the Trust and retained approximately $1,900,000 for working capital and payment of expenses related to IPO.
Current wording
From the proceeds of the IPO and Private Placement, the Company put $231,150,000 ($10.05 per Unit) in the Trust and retained approximately $1,900,000 for working capital and payment of expenses related to IPO.
Previous wording
In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, loan us funds as may be required (“Working Capital Loans”). As of June 30, 2026, there were no Working Capital Loans under this arrangement.
Current wording
In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, loan us funds as may be required (“Working Capital Loans”). On October 23, 2026, Company issued a promissory note to the Sponsor, pursuant to which Company may borrow up to an aggregate principal amount of $1,000,000.
Previous wording
The Underwriter received a $4,025,0000 underwriting discount at IPO closing which represents 1.75% of the gross proceeds of the IPO. Additionally, the Underwriter has agreed to defer underwriting commissions equal to 3.75% of the gross proceeds of the IPO upon completion of the Business Combination. The deferred underwriting commission consists of a spread comprised of the following component, each payable upon consummation of the Company’s Business Combination: i) 1.75 % shall be paid to Underwriter in cash, ii) 1% applicable to the cash remaining in the Trust at Business Combination and iii) 1% shall be paid to Underwriter in cash, provided that, the Company will have the right, in its sole discretion, not to pay and reallocate any portion of the 1% for the payment of expenses in connection with the Business Combination or for the working capital for the combined company following the Business Combination.
Current wording
The Underwriter received a $4,025,000 underwriting discount at IPO closing which represents 1.75% of the gross proceeds of the IPO. Additionally, the Underwriter has agreed to defer underwriting commissions equal to 3.75% of the gross proceeds of the IPO upon completion of the Business Combination. The deferred underwriting commission consists of a spread comprised of the following component, each payable upon consummation of the Company’s Business Combination: i) 1.75 % shall be paid to Underwriter in cash, ii) 1% applicable to the cash remaining in the Trust at Business Combination and iii) 1% shall be paid to Underwriter in cash, provided that, the Company will have the right, in its sole discretion, not to pay and reallocate any portion of the 1% for the payment of expenses in connection with the Business Combination or for the working capital for the combined company following the Business Combination.
Previous wording
The Company entered into an administrative services agreement (the “Administrative Services Agreement”) with the Sponsor whereby the Sponsor performs certain services for the Company for a monthly fee of $20,000. For the six months ended June 30, 2026 and 2025 Company incurred $120,000 in administrative services fee. For the three months ended June 30,2026 and 2025 Company incurred $60,000 in administrative services fee.
Current wording
The Company entered into an administrative services agreement (the “Administrative Services Agreement”) with the Sponsor whereby the Sponsor performs certain services for the Company for a monthly fee of $20,000. For the nine months ended September 30, 2026 and 2025 Company incurred $180,000 in administrative services fee. For the three months ended September 30, 2026 and 2025 Company incurred $60,000 in administrative services fee.
Previous wording
On September 25, 2024, we issued an additional 410,714 Founder Shares to the Sponsor for an approximate aggregate purchase price of $1,666. The purchase price was satisfied against the promissory note between Company and Sponsor dated July 19, 2024. This resulted in Sponsor holding 5,470,714 Founder Shares.
Current wording
On September 25, 2024, we issued an additional 410,714 Founder Shares to the Sponsor for an approximate aggregate purchase price of $1,666. The purchase price was satisfied against the promissory note between Company and Sponsor dated July 19, 2024. This resulted in Sponsor holding 5,470,714 Founder Shares. As of September 30, 2026, there were 6,160,714 Founder Shares outstanding. Effective October 5, 2026, all Founder Share except for one Founder share were converted into Class A ordinary shares.
Previous wording
The Company entered into an administrative services agreement (the “Administrative Services Agreement”) with the Sponsor whereby the Sponsor performs certain services for the Company for a monthly fee of $20,000. For the six months ended June 30, 2026 and 2025 Company incurred $120,000 in administrative services fee. For the three months ended June 30,2026 and 2025 Company incurred $60,000 in administrative services fee.
Current wording
The Company entered into an administrative services agreement (the “Administrative Services Agreement”) with the Sponsor whereby the Sponsor performs certain services for the Company for a monthly fee of $20,000. For the nine months ended September 30, 2026 and 2025 Company incurred $180,000 in administrative services fee. For the three months ended September 30, 2026 and 2025 Company incurred $60,000 in administrative services fee.
Previous wording
Chief Executive Officer of the Company serves as managers of the Sponsor at close of the IPO.
Current wording
Chief Executive Officer of the Company serves as manager of the Sponsor at close of the IPO.
Previous wording
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of
Current wording
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We had identified the following as its critical accounting policies:
Previous wording
The Company complies with the accounting and disclosure requirements of ASC 260, Earnings Per Share. The Company utilize two class methodology in calculation of earnings per share. The Company has redeemable shares referred to as Class A ordinary shares and non-redeemable shares referred to as Class B ordinary shares of. Income and losses are shared pro rata between the redeemable and non-redeemable shares of ordinary share. Net income (loss) per share of ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period. Net income for the six-months and three – month period ended June 30, 2026 & 2025 was allocated to redeemable and non-redeemable shares of ordinary share. Diluted net income per share attributable to stockholders adjusts the basic net income per share attributable to stockholders and the weighted-average shares of ordinary shares outstanding for the potentially dilutive impact of outstanding warrants.
Current wording
The Company complies with the accounting and disclosure requirements of ASC 260, Earnings Per Share. The Company utilizes the two class methodology in calculation of earnings per share. The Company has redeemable shares referred to as Class A ordinary shares and non-redeemable shares referred to as Class B ordinary shares. Income and losses are shared pro rata between the redeemable and non-redeemable shares of ordinary share. Net income (loss) per share of ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period. Net income for the nine-months and three – month period ended September 30, 2026 & 2025 was allocated to redeemable and non-redeemable shares of ordinary share. Diluted net income per share attributable to stockholders adjusts the basic net income per share attributable to stockholders and the weighted-average shares of ordinary shares outstanding for the potentially dilutive impact of outstanding warrants.
Previous wording
The Company accounts for the Public Warrants issued in connection with the IPO, the Private Unit Warrants and the $15 Private Warrants in accordance with the guidance contained in FASB ASC 815, “Derivatives and Hedging”. Under ASC 815-40, the Public Warrants and the Private Unit Warrants and $15 Private Warrants meet the criteria for equity treatment and as such will be recorded in stockholders’ equity. If the Public and Private Unit and $15 Private Warrant no longer meet the criteria for equity treatment, they will record as a liability and re-measured each period with changes recorded in the statement of operations.
Current wording
The Company accounts for the Public Warrants issued in connection with the IPO, the Private Unit Warrants and the $15 Private Warrants in accordance with the guidance contained in FASB ASC 815, “Derivatives and Hedging”. Under ASC 815-40, the Public Warrants and the Private Unit Warrants and $15 Private Warrants meet the criteria for equity treatment and as such were recorded in stockholders’ equity. If the Public and Private Unit and $15 Private Warrant no longer meet the criteria for equity treatment, they will record as a liability and re-measured each period with changes recorded in the statement of operations.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We had identified the following as its critical accounting policies: