Aldel Financial II Inc. Files 2024 10-K

TL;DR

Aldel Financial II Inc. 2024 10-K filed. SPAC activity detailed.

AI Summary

Aldel Financial II Inc. filed its 10-K for the fiscal year ending December 31, 2024. The company, classified under 'Blank Checks' in the Real Estate & Construction sector, reported its financial status. Key dates mentioned include October 23, 2024, for a private placement and IPO, and July 15, 2024, for underwriter and sponsor activities.

Why It Matters

This filing provides a year-end financial overview for Aldel Financial II Inc., a special purpose acquisition company, which is crucial for investors to assess its performance and strategic direction.

Risk Assessment

Risk Level: medium — As a SPAC, Aldel Financial II Inc. faces inherent risks related to its ability to complete a business combination within its specified timeframe.

Key Numbers

• 6179142 — Retained Earnings (Represents accumulated profits or losses as of 2024-12-31.)
• 0.22 — Additional Paid-In Capital (Indicates capital contributed in excess of par value as of 2024-07-14.)

Key Players & Entities

• Aldel Financial II Inc. (company) — Filer of the 10-K
• 2024-12-31 (date) — Fiscal year end
• 2025-02-11 (date) — Filing date
• 0002031561 (company) — Central Index Key
• 6770 (company) — Standard Industrial Classification (Blank Checks)
• 2024-10-23 (date) — Date of Private Placement and IPO
• 2024-07-15 (date) — Date of Underwriter and Sponsor activities

FAQ

Key Financial Figures

• $0 — 8,214 shares of Common Stock, par value $0.0001, issued and outstanding. DOCUMENT
• $10.00 — PO of 23,000,000 units (the "Units") at $10.00 per unit including the 3,000,000 Units
• $0.0001 — rdinary share of the Company, par value $0.0001 per share (the "Public Share") and one-
• $11.50 — one share of Class A ordinary share for $11.50 per share. The Units were sold at a pri
• $230,000,000 — rating gross proceeds to the Company of $230,000,000. The Public Warrants will become exerci
• $7,075,000 — vate Unit, generating total proceeds of $7,075,000, and (ii) the Sponsor purchased an aggr
• $15 — ed an aggregate of 1,000,000 warrants ("$15 Private Warrant") and, together with th
• $0.10 — te Placement Securities") at a price of $0.10 per warrant, each exercisable to purcha
• $15.00 — se one share of Class A common stock at $15.00 per share, for an aggregate purchase pr
• $100,000 — are, for an aggregate purchase price of $100,000. Each Private Unit consist of one comm
• $25,000 — nsor for an aggregate purchase price of $25,000 in cash. On August 13, 2024, the Sponso
• $1,666 — approximate aggregate purchase price of $1,666. The purchase price was satisfied again
• $231,150,000 — ng the closing of the IPO, an amount of $231,150,000 ($10.05 per Unit) from the net proceed
• $10.05 — of the IPO, an amount of $231,150,000 ($10.05 per Unit) from the net proceed of the s
• $233,166,502 — ow. As of December 31, 2024, there was $233,166,502 in investments and cash held in the tru

Filing Documents

• aldf-20241231x10k.htm (10-K) — 868KB
• aldf-20241231xex31d1.htm (EX-31.1) — 13KB
• aldf-20241231xex31d2.htm (EX-31.2) — 13KB
• aldf-20241231xex32d1.htm (EX-32.1) — 7KB
• aldf-20241231xex32d2.htm (EX-32.2) — 7KB
• aldf-20241231xex97.htm (EX-97) — 27KB
• aldf-20241231x10k002.jpg (GRAPHIC) — 6KB
• aldf-20241231x10k003.jpg (GRAPHIC) — 3KB
• 0001410578-25-000114.txt ( ) — 4040KB
• aldf-20241231.xsd (EX-101.SCH) — 37KB
• aldf-20241231_cal.xml (EX-101.CAL) — 17KB
• aldf-20241231_def.xml (EX-101.DEF) — 180KB
• aldf-20241231_lab.xml (EX-101.LAB) — 261KB
• aldf-20241231_pre.xml (EX-101.PRE) — 243KB
• aldf-20241231x10k_htm.xml (XML) — 451KB

Business

Business 2 Item 1A.

Risk Factors

Risk Factors 7 Item 1B. Unresolved Staff Comments 7 Item 1C. Cybersecurity 7 Item 2.

Properties

Properties 8 Item 3,

Legal Proceedings

Legal Proceedings 8 Item 4. Mine Safety Disclosures 8 PART II 8 Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 8 Item 6.

Selected Financial Data

Selected Financial Data 9 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Item 7A. Quantitative and Qualitative Disclosure about Market Risk 15 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 16 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 16 Item 9A.

Controls and Procedures

Controls and Procedures 16 Item 9B. Other Information 16 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 16 Part III 17 Item 10 Directors, Executive Officers, and Corporate Governance 17 Item 11.

Executive Compensation

Executive Compensation 23 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 23 Item 13. Certain Relationships and Related Transactions, and Director Independence 24 Item 14. Principal Accountant Fees and Services PART IV 28 Item 15. Exhibits and Financial Statement Schedules 28

SIGNATURES

SIGNATURES 31 Table of Contents References in this report (the "Annual Report") to "we," "us" or the "Company" or "ALDF" 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. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties Cautionary Note Regarding Forward-Looking Statements Certain statements in this annual report on Form 10-K (this "Form 10-K") may constitute "forward-looking statements" for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team's expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Form 10-K may include, for example, statements about: our ability to select an appropriate target business or businesses; our ability to complete our initial business combination; our expectations around the performance of the prospective target business or businesses; our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in ap

BUSINESS

Item 1. BUSINESS Introduction We are a blank check company incorporated as a Cayman Islands exempted company on July 15, 2024 for the purpose of merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities ("Business Combination").While we are not limited to a particular industry or geographic region for purposes of consummating a Business Combination, we intends to focus on businesses in the financial services industry. We are an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31 ,2024, the Company had not yet commenced any operations. All activity through December 31, 2024 relates to the Company's formation and the initial public offering ("IPO"), which is described below. The Company will not generate any operating revenues until after the completion of its Business Combination, at the earliest. The Company has selected December 31 as its fiscal year end. The registration statement for the Company's IPO was declared effective on October 21, 2024. On October 23, 2024, the Company consummated its IPO of 23,000,000 units (the "Units") at $10.00 per unit including the 3,000,000 Units that were issued pursuant to the underwriters' full exercise of their over-allotment option. Each Unit consist of one share of Class A ordinary share of the Company, par value $0.0001 per share (the "Public Share") and one-half of one redeemable warrant ( "Public Warrant"), each whole Public Warrant entitling the holder thereof to purchase one share of Class A ordinary share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000. The Public Warrants will become exercisable on the later of 30 days after the completion of Business Combination and 12 months from the closing of the IP

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