How will the Founder Share Conversion affect transfer restrictions on ALDF shares?

The company states that the Converted Class A Shares will remain subject to the existing transfer restrictions that currently apply to the Class B shares, so conversion does not remove these contractual limitations on transfers.

When will the Aldel Financial II Inc. Founder Share Conversion take effect?

The Founder Share Conversion is indicated to become effective on October 5, 2026, referred to as the Conversion Date, following a written election notice received by the board on September 22, 2026.

What prior financing is referenced in ALDF’s Founder Share Conversion disclosure?

The company refers to its initial public offering consummated on October 23, 2024, in connection with the trust account established for that IPO, clarifying that converted Class A shares will not have rights to funds in that account.

Aldel Financial II to convert founder shares

Q: Does Aldel Financial II Inc. (ALDF) use trust account funds for the Founder Share Conversion?

No. Holders of the Class B shares waived any right to receive funds from the trust account with respect to the converted Class A shares, and no additional funds are being deposited into the trust account as a result of the Founder Share Conversion.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Aldel Financial II Inc. (ALDF) reports that its sponsor, Aldel Investors II LLC, has elected to convert all but one of its Class B ordinary shares into Class A ordinary shares on a one-for-one basis, effective October 5, 2026, as permitted by the company’s amended and restated articles of association.

Other holders of Class B shares have indicated they will also convert on the same date, together referred to as the Founder Share Conversion. Holders of the Class B shares have waived any right to receive funds from the IPO trust account with respect to the converted Class A shares, and no additional funds are being added to the trust account due to this conversion. The converted Class A shares will continue to be subject to the existing transfer restrictions that applied to the Class B shares.

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8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

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

Key Figures

Conversion Date: October 5, 2026 Conversion Ratio: 1 Class A share for each Class B share Par value per share: US$0.0001 +2 more

5 metrics

Conversion Date October 5, 2026 Effective date for the Founder Share Conversion from Class B to Class A shares

Conversion Ratio 1 Class A share for each Class B share Stated one-for-one conversion of Class B ordinary shares into Class A ordinary shares

Par value per share US$0.0001 Par value for both Class A ordinary shares and Class B ordinary shares

IPO date October 23, 2024 Date the initial public offering tied to the trust account was consummated

Board notice date September 22, 2026 Date the board received the written election notice from the sponsor

Key Terms

trust account, initial public offering, Founder Share Conversion, Class B ordinary shares, +1 more

5 terms

trust account financial

"the trust account established by the Company in connection with its initial public offering"

A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.

initial public offering financial

"in connection with its initial public offering (the “IPO”) that was consummated"

An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

Class B ordinary shares financial

"convert all except one of the Company’s Class B ordinary shares"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

amended and restated articles of association regulatory

"as permitted under the amended and restated articles of association of the Company"

FAQ

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

What capital structure change did ALDF announce in this Form 8-K?

Aldel Financial II Inc. disclosed that its sponsor and other Class B shareholders will convert their Class B ordinary shares into Class A ordinary shares on a one-for-one basis effective October 5, 2026, leaving only one Class B share unconverted.

What is the conversion ratio between Class B and Class A shares for ALDF?

The sponsor and other Class B holders will convert their shares into Class A ordinary shares on a one-for-one basis, meaning each Class B share converts into one Class A share, as permitted under the amended and restated articles of association.

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

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Available on EDGAR 09/22/2026 - 04:19 PM Accepted by SEC EDGAR 09/22/2026 - 04:18 PM

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

September 22, 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 8.01.

Other Events.

On September 22, 2026, the board of directors of Aldel Financial II Inc. (the “Company”) received a written election notice from Aldel Investors II LLC (the “Sponsor”) indicating that, effective October 5, 2026 (the “Conversion Date”), the Sponsor will convert all except one of the Company’s Class B ordinary shares, par value US$0.0001 each (the “Class B Shares”), it holds into Class A ordinary shares, par value US$0.0001 each (the “Class A Shares”), on a one-for-one basis as permitted under the amended and restated articles of association of the Company and the Class A Shares issued upon such conversion, the “Converted Class A Shares”). Other holders of the Class B Shares have also indicated that they will be converting their Class B Shares into Class A Shares on the Conversion Date (such conversions collectively, the “Founder Share Conversion”.

The holders of the Class B Shares waived any right to receive funds from the trust account established by the Company in connection with its initial public offering (the “IPO”) that was consummated on October 23, 2024 (the “Trust Account”) with respect to any Converted Class A Shares and no additional funds were deposited into the Trust Account in respect of any such Converted Class A Shares. Following the Founder Share Conversion, the Converted Class A Shares will remain subject to the existing transfer restrictions on the Class B Shares.

After giving effect to the Founder Share Conversion, assuming the conversion of all except one Class B Share, the number and class of shares of the Company that will be issued and outstanding will consist of:

29,868,213 Class A Shares (constituted by 23,000,000 publicly-held Class A Shares, 707,500 Class A Shares underlying the private units issued in the Company’s IPO, and 6,160,713 Converted Class A Shares); and

one Class B Share held by the Sponsor.

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: September 22, 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

4 documents

Aldel Financial II to convert founder shares

Rhea-AI Filing Summary

Positive

Negative