Aldel Financial II Inc. Files S-1/A Amendment

TL;DR

Aldel Financial II Inc. (ADFII) filed an S-1/A, looks like they're still planning a SPAC deal.

AI Summary

Aldel Financial II Inc. filed an S-1/A amendment on October 10, 2024, for its registration statement. The company, incorporated in the Cayman Islands, is a blank check company with its principal executive offices located at 104 S. Walnut Street, Unit 1A, Itasca, IL 60143. Hassan R. Baqar serves as the Chief Financial Officer.

Why It Matters

This filing indicates Aldel Financial II Inc. is moving forward with its plans as a special purpose acquisition company, potentially leading to a future business combination.

Risk Assessment

Risk Level: medium — SPAC filings can carry medium risk due to the inherent uncertainties in identifying and completing a successful business combination.

Key Numbers

• 333-282397 — SEC File Number (Identifies this specific registration filing with the SEC.)
• 20241010 — Filing Date (Indicates when the amendment was officially submitted to the SEC.)

Key Players & Entities

• Aldel Financial II Inc. (company) — Registrant
• Hassan R. Baqar (person) — Chief Financial Officer
• 104 S. WALNUT STREET UNIT 1A ITASCA, IL 60143 (location) — Principal Executive Offices
• Mitchell S. Nussbaum (person) — Legal Counsel (Loeb & Loeb LLP)
• Giovanni Caruso (person) — Legal Counsel (Loeb & Loeb LLP)
• Jose Santos (person) — Legal Counsel (Forbes Hare)

FAQ

Key Financial Figures

• $200,000,000 — TOBER 9, 2024 PRELIMINARY PROSPECTUS $200,000,000 Aldel Financial II Inc. 20,000,000
• $1 billion — with a market capitalization of between $1 billion and $5 billion. This is an initial pub
• $5 billion — apitalization of between $1 billion and $5 billion. This is an initial public offering of
• $10.00 — ies. Each unit has an offering price of $10.00 and consists of one Class A ordinary sh
• $11.50 — ne Class A ordinary share at a price of $11.50 per share, subject to adjustment as des
• $0.10 — cement securities”) at a price of $0.10 per warrant for an aggregate purchase p
• $100,000 — rant for an aggregate purchase price of $100,000. Each OTM Warrant is exercisable to pur
• $15.00 — purchase one Class A ordinary share at $15.00 per share and expires ten years after t
• $3,946,670 — in full) at a price of $10.00 per unit ($3,946,670 in the aggregate, or $4,324,280 if the
• $4,324,280 — r unit ($3,946,670 in the aggregate, or $4,324,280 if the underwriters ’ over-allotm
• $53,333.30 — full) at a price of $0.10 per warrant ($53,333.30 in the aggregate, or$50,724.60 if the u
• $50,724.60 — warrant ($53,333.30 in the aggregate, or$50,724.60 if the underwriters ’ over-allotm
• $98,600,000 — ing up to an aggregate of approximately $98,600,000 of the units in this offering at the of
• $25,000 — business combination. Our sponsor paid $25,000, or approximately $0.004 per share, for
• $0.004 — sponsor paid $25,000, or approximately $0.004 per share, for an aggregate of 6,160,71

Filing Documents

• tm2420334d7_s1a.htm (S-1/A) — 1819KB
• tm2420334d7_ex3-2.htm (EX-3.2) — 331KB
• tm2420334d4_s1-img01.jpg (GRAPHIC) — 4KB
• tm2420334d4_s1-img02.jpg (GRAPHIC) — 2KB
• tm2420334d7_ex3-2img001.jpg (GRAPHIC) — 6KB
• 0001104659-24-107433.txt ( ) — 2168KB

Underwriting

Underwriting discounts and commissions (1) $ 0.55 $ 11,000,000 Proceeds, before expenses, to us $ 9.45 $ 189,000,000 (1) $0.175 per unit sold in the offering, or $3,500,000 in the aggregate (or up to $4,025,000 if the overallotment option is exercised in full), is payable upon the closing of this offering. Includes $0.375 per unit, or $7,500,000 (or up to $8,625,000 if the underwriters’ over-allotment option is exercised in full) in the aggregate, payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. See also “Underwriting” for a description of compensation and other items of value payable to the underwriters. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about [ · ], 2024. Sole Book Running Manager BTIG , 2024 TABLE OF CONTENTS SUMMARY 1 THE OFFERING 14

RISK FACTORS

RISK FACTORS 43 CAUTIONARY NOTE REGARDING FORWARD-LOOKING 86

USE OF PROCEEDS

USE OF PROCEEDS 87 DIVIDEND POLICY 91

DILUTION

DILUTION 92 CAPITALIZATION 96 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 97 PROPOSED BUSINESS 102 MANAGEMENT 131 PRINCIPAL SHAREHOLDERS 143 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 149

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 151 TAXATION 171

UNDERWRITING

UNDERWRITING 183 LEGAL MATTERS 191 EXPERTS 192 WHERE YOU CAN FIND ADDITIONAL INFORMATION 192 We are responsible for the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different or inconsistent information with that contained in this prospectus, and we take no responsibility for any other information others may give to you. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. TRADEMARKS This prospectus contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. SUMMARY This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under “ Risk Factors ” and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or

View Full Filing

View this S-1/A filing on SEC EDGAR