Welcome to our dedicated page for Aldel Finl Ii SEC filings (Ticker: ALDF), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Aldel Financial II Inc. (ALDF) provides extensive information about its structure and governance through SEC filings. The company is described as a shell company in the blank checks sector and as a Cayman Islands exempted company. Its filings on EDGAR include a definitive proxy statement on Schedule 14A and current reports on Form 8-K, along with references to an annual report on Form 10-K that contains key exhibits such as indemnity agreements and registration rights agreements.
The definitive proxy statement outlines the agenda for the 2025 annual general meeting, including an ordinary resolution to appoint a Class I director, an ordinary resolution to ratify the independent registered public accounting firm for the fiscal year ending December 31, 2025, and an adjournment proposal that may be presented if additional time is needed to solicit votes. The filing explains voting standards under Cayman Islands law and the company’s articles, the record date for determining shareholders entitled to vote, and the treatment of abstentions and broker non-votes.
A Form 8-K filing details a change in the board of directors, reporting the resignation of a director and the appointment of Charles E. Nearburg as a Class I director. The Form 8-K notes that Aldel Financial II Inc. is an emerging growth company, lists its Nasdaq-traded warrants (ALDF.W) and units (ALDF.U), and describes the expected entry of the new director into indemnity, letter, and registration rights agreements on the same forms used for other directors and officers.
On this SEC filings page, users can review Aldel Financial II Inc.’s proxy statements, current reports, and related documents, and can rely on AI-powered summaries to interpret items such as director election proposals, auditor ratification resolutions, and disclosures about board changes and governance arrangements.
Aldel Financial II Inc. is a Cayman Islands-based blank check company formed in July 2024 to complete a merger or similar business combination, primarily targeting financial services businesses in North America. It has no operating business and earns interest on IPO proceeds.
The company completed its IPO on October 23, 2024, selling 23,000,000 units at $10.00 each for gross proceeds of $230,000,000, plus $7,175,000 from private placements. Following the IPO, $231,150,000 was placed in a trust account. As of December 31, 2025, investments and cash in the trust totaled $243,045,615, with a redemption value of about $10.57 per public share, and cash outside the trust was $541,650.
For the year ended December 31, 2025, Aldel Financial II reported net income of $9,225,582, driven by $9,879,114 of investment income on the trust and $653,532 of general and administrative expenses. Public shareholders may redeem their shares in connection with a business combination, while the sponsor and insiders have waived redemption on their founder and private shares. The company has a 24‑month window from the IPO closing to complete an initial business combination, after which it will liquidate the trust and return funds to public shareholders if no deal is completed.
Aldel Financial II Inc. received an updated Schedule 13G/A from Magnetar-affiliated entities reporting a significant stake in its Class A ordinary shares. As of December 31, 2025, Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC and David J. Snyderman collectively reported beneficial ownership of 1,899,102 shares, representing about 8.26% of Aldel’s approximately 23,000,000 Class A shares outstanding. The filing states these shares are held across several Magnetar-managed funds, with shared voting and disposition power and no sole voting or dispositive authority. The reporting holders certify the position is held in the ordinary course of business and not for the purpose of changing or influencing control of Aldel Financial II Inc.
Aldel Financial II Inc. is soliciting proxies for its 2025 annual general meeting to vote on three items: appointing Charles Nearburg as a Class I director through 2028, ratifying Fruci & Associates II, PLLC as independent auditor for the year ending December 31, 2025, and an adjournment proposal if needed.
The meeting is set for December 2, 2025 at 10:00 a.m. ET, at 104 S. Walnut Street, Unit 1A, Itasca, IL, and virtually at cstproxy.com/aldelfinancialii/2025. Each proposal requires a simple majority of votes cast by holders present in person or by proxy. The board recommends voting FOR all proposals.
The record date is October 29, 2025. As of that date, 29,868,214 Ordinary Shares were outstanding, including 23,707,500 Class A and 6,160,714 Class B shares; each share carries one vote. The Company has engaged Advantage Proxy, Inc. to assist with solicitation.
Aldel Financial II Inc. reported a board change. On October 27, 2025, director Peter Early resigned, and the Board appointed Charles E. Nearburg to fill the vacancy, effective the same day. The Company stated Mr. Early’s resignation was not due to any disagreement regarding operations, policies, or practices.
Mr. Nearburg will serve as a Class I director until the 2026 Annual Meeting of Shareholders or until a successor is elected and qualified. He is expected to enter into an Indemnity Agreement, a Letter Agreement, and a Registration Rights Agreement on the same terms as other directors and officers. The Company reported no related‑party transactions under Item 404(a) and no family relationships involving Mr. Nearburg.
ALDF: Robert I. Kauffman—Chief Executive Officer, director and 10% owner—reported transferring 12,500 Class B ordinary shares on 10/27/2025 under a share transfer agreement tied to Charles Nearburg’s appointment to the Board, for an aggregate purchase price of $54.35. Following the transaction, Kauffman beneficially owned 87,500 Class B derivative securities. The Class B ordinary shares convert into Class A on a one-for-one basis at the initial business combination and have no expiration date.
Aldel Financial II Inc. (ALDF) disclosed a director change and related share transfer. Peter Early resigned from the board effective October 27, 2025, and transferred 12,500 Class B ordinary shares to his replacement, Charles Nearburg, for an aggregate purchase price of $54.35.
The Form 4 lists transaction code J, indicating a non-open market transfer. The Class B ordinary shares convert into Class A ordinary shares on a one-for-one basis, subject to anti-dilution adjustments, and have no expiration date.
Aldel Financial II Inc. (ALDF) reported an initial beneficial ownership on Form 3 by a director, effective 10/27/2025. The filing lists derivative holdings of Class B ordinary shares that are convertible into Class A ordinary shares on a one-for-one basis at the time of the initial business combination. The filing identifies 25,000 Class A ordinary shares as the amount underlying the derivative security, held as Direct (D). The Class B ordinary shares have no expiration date.
Aldel Financial II Inc. (ALDF) filed its Q3 2025 Form 10‑Q, reporting net income of $7,092,083 for the nine months ended September 30, 2025. Earnings were driven by $7,482,906 of investment income from the IPO trust, partially offset by $390,823 in general and administrative expenses.
On the balance sheet, total assets were $241,577,012, including $240,649,408 held in the trust account. Cash outside the trust was $746,386, supporting ongoing public‑company and target search costs. The company’s October 2024 IPO placed $231,150,000 into the trust ($10.05 per unit). The public shares are redeemable, with a redemption value of approximately $10.46 per share as of September 30, 2025.
The capital structure includes 23,000,000 Class A public shares (subject to redemption), founders’ Class B shares, and warrants (public at $11.50 strike; private units and $15 private warrants). As of October 27, 2025, there were 29,868,214 ordinary shares issued and outstanding. Management reported disclosure controls and procedures were not effective and noted ongoing remediation. Subsequent to quarter‑end, a board change occurred with one director resignation and a new appointment.