How much can ALDF draw under its sponsor note?

Aldel Financial II Inc. issued the sponsor a note with principal of up to $1,000,000. It bears no interest, is payable in full upon consummation of the company's initial business combination, and the sponsor will fund each draw request no later than five business days after receipt.

Aldel Financial II faces Nasdaq suspension Nov. 6

ALDF's delisting decision followed its failure to provide a compliance plan before Nasdaq's deadline after a September 10, 2026 notice.

Filing Impact

(High)

Filing Sentiment

(Negative)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

Aldel Financial II Inc. issued an unsecured promissory note to Aldel Investors II LLC, its sponsor, with principal of up to $1,000,000. The company may draw on the note for working capital, including extension payments under its trust agreement, and the sponsor will fund each request no later than five business days after receipt. The note bears no interest and is payable in full when the company completes its initial business combination; failure to pay then is an event of default that may allow acceleration.

Nasdaq staff determined the company's ordinary shares, warrants and units will be delisted after concluding the company did not comply with Nasdaq Listing Rule 5450(a)(2). Trading on Nasdaq is set to be suspended at the opening of business on November 6, 2026, and a Form 25-NSE will be filed with the SEC. Effective November 6, 2026, the company's Class A ordinary shares, units and warrants may be quoted and traded in the OTC market under symbols ALDF, ALDFU and ALDFW, respectively.

0 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance works How Sentiment works

1 major · 1 point

Hollow bars mark forward-looking points. How the balance works

Positive

None.

Negative

Major point. Forward-looking: it has not happened yet and may not happen.Nasdaq delisting and trading suspension are set for November 6, 2026.

Insights

Analyzing...

8-K Event Classification

5 items: 1.01, 2.03, 3.01, 8.01, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Note principal: Up to $1,000,000 Funding deadline: Five business days after receipt Nasdaq notice date: September 10, 2026 +1 more

4 metrics

Note principal Up to $1,000,000 Sponsor note issued October 23, 2026

Funding deadline Five business days after receipt Sponsor funding of each draw request

Nasdaq notice date September 10, 2026 Notice concerning Nasdaq Listing Rule 5450(a)(2)

Trading transition date November 6, 2026 Nasdaq suspension and effective date for possible OTC quotation and trading

Key Terms

unsecured promissory note, initial business combination, event of default, Form 25-NSE, +1 more

5 terms

unsecured promissory note financial

"issued an unsecured promissory note"

An unsecured promissory note is a written IOU in which a borrower promises to repay a loan plus any interest but does not pledge any asset as collateral. Investors care because it relies solely on the borrower’s ability to pay—like lending money to someone without holding their watch as security—so it usually carries higher interest and higher risk and ranks below secured debt if the borrower defaults, affecting expected recovery and company credit profile.

initial business combination financial

"consummation of the company's initial business combination"

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

event of default financial

"deemed an event of default"

An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.

Form 25-NSE regulatory

"a Form 25-NSE will be filed with the SEC"

Form 25‑NSE is an official filing used to notify the stock exchange that a company’s securities are being removed from trading on that exchange, similar to handing in a key when a shop closes. Investors care because removal ends public trading on that venue, often cutting liquidity and making it harder to buy or sell shares, which can affect a stock’s price and how quickly investors can access cash or exit positions.

Nasdaq Listing Rule 5450(a)(2) regulatory

"did not comply with Nasdaq Listing Rule 5450(a)(2)"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why is ALDF being delisted from Nasdaq?

Nasdaq staff determined Aldel Financial II Inc. did not comply with Listing Rule 5450(a)(2) after the company failed to provide a compliance plan before Nasdaq's deadline. Nasdaq had notified the company on September 10, 2026, that it did not meet the rule's requirements.

When will ALDF securities move from Nasdaq to OTC trading?

Nasdaq trading of ALDF ordinary shares, warrants and units is set to be suspended at the opening of business on November 6, 2026. Effective that date, the company's Class A ordinary shares, units and warrants may be quoted and traded in the OTC market under symbols ALDF, ALDFU and ALDFW, respectively.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/29/2026 - 05:20 PM EDT Accepted by SEC EDGAR 10/29/2026 - 05:20 PM EDT

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

October 29, 2026 (October 23, 2026)

Date of Report (Date of earliest event reported)

Aldel Financial II Inc.

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands

001-42377

98-1800702

(State or other jurisdiction of
incorporation)

(Commission File Number)

(I.R.S. Employer
Identification No.)

104 S. Walnut Street, Unit 1A

Itasca, IL

60143

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (847) 791 6817

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares	ALDF	The Nasdaq Stock Market LLC
Warrants	ALDF.W	The Nasdaq Stock Market LLC
Units	ALDF.U	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01  Entry into a Material Definitive Agreement.

On October 23, 2026, Aldel Financial II Inc., a Cayman Islands exempted company (the “Company”), issued an unsecured promissory note (the “Note”) in the principal amount of up to $1,000,000 to Aldel Investors II LLC (the “Sponsor”). The Company can draw down on the Note up to $1,000,000 and the Sponsor will fund each request no later than five business days after receipt thereof. The funds are for working capital purposes, including extension payments pursuant to the Investment Management Trust Agreement dated October 21, 2024, as amended, by and between Continental Stock Transfer & Trust Company and the Company. The Note bears no interest and is payable in full upon the consummation of the Company’s initial business combination (the “Maturity Date”). A failure to pay the principal on the Maturity Date shall be deemed an event of default, in which case the Note may be accelerated.

A copy of the Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosures set forth in this Item 1.01 are intended to be summaries only and are qualified in their entirety by reference to the Note.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure contained in Item 1.01 of this Current Report Form 8-K is incorporated by reference in this Item 2.03.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On October 28, 2026, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) stating that the staff of Nasdaq (“Staff”) had determined that (i) the Company’s securities will be delisted from Nasdaq, (ii) trading of the Company’s ordinary shares, warrants, and units will be suspended at the opening of business on November 6, 2026 and (iii) a Form 25-NSE will be filed with the U.S. Securities and Exchange Commission (the “SEC”), which will remove the Company’s securities from listing and registration on Nasdaq. As previously disclosed, the Company was notified on September 10, 2026 by Nasdaq of its failure to meet the requirements of Nasdaq Listing Rule 5450(a)(2). Since the Company did not provide a compliance plan prior to the deadline set by Nasdaq, the Staff concluded that the Company did not comply with Rule 5450(a)(2) and that the Company’s securities are now subject to delisting.

Item 8.01 Other Events.

On October 29, 2026, the Company received correspondence from the OTC Markets Group stating that trading symbols, ALDF, ALDFU and ALDFW, have been assigned to the Company’s Class A ordinary shares, units and warrants, respectively, by FINRA. As a result, effective November 6, 2026, the Company’s Class A ordinary shares, units and warrants may be quoted and traded in the market for unlisted securities (i.e., the “over-the-counter market”).

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
10.1		Promissory Note dated as of October 23, 2026
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 29, 2026

ALDEL FINANCIAL II INC.

By:	/s/ Robert I. Kauffman
Name:	Robert I. Kauffman
Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 27.7 KB