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.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Aldel Financial II Inc.
(Name of Issuer)
Class A ordinary shares, par value $0.0001
(Title of Class of Securities)
G01558108
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
G01558108
1
Names of Reporting Persons
MAGNETAR FINANCIAL LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,899,102.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,899,102.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,899,102.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.26 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP No.
G01558108
1
Names of Reporting Persons
MAGNETAR CAPITAL PARTNERS LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,899,102.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,899,102.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,899,102.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.26 %
12
Type of Reporting Person (See Instructions)
HC, PN
SCHEDULE 13G
CUSIP No.
G01558108
1
Names of Reporting Persons
SUPERNOVA MANAGEMENT LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,899,102.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,899,102.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,899,102.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.26 %
12
Type of Reporting Person (See Instructions)
HC, OO
SCHEDULE 13G
CUSIP No.
G01558108
1
Names of Reporting Persons
DAVID J. SNYDERMAN
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,899,102.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,899,102.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,899,102.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.26 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Aldel Financial II Inc.
(b)
Address of issuer's principal executive offices:
104 S. Walnut Street, Unit 1A Itasca, IL 60143
Item 2.
(a)
Name of person filing:
This statement is filed on behalf of each of the following person (collectively, the "Reporting Persons"):
i) Magnetar Financial LLC ("Magnetar Financial");
ii) Magnetar Capital Partners LP ("Magnetar Capital Partners");
iii) Supernova Management LLC ("Supernova Management"); and
iv) David J. Snyderman ("Mr. Snyderman").
This statement relates to the Shares (as defined herein) held for Magnetar Constellation Master Fund, Ltd ("Constellation Master Fund"), Magnetar Xing He Master Fund Ltd ("Xing He Master Fund"), Purpose Alternative Credit Fund Ltd ("Purpose Credit Fund"), Magnetar SC Fund Ltd ("SC Fund") all Cayman Islands exempted companies; Magnetar Structured Credit Fund, LP ("Structured Credit Fund"), a Delaware limited partnership; Magnetar Alpha Star Fund LLC ("Alpha Star Fund"), Magnetar Lake Credit Fund LLC ("Lake Credit Fund"), Purpose Alternative Credit Fund - T LLC ("Purpose Credit Fund - T"), all Delaware limited liability companies; collectively (the "Magnetar Funds"). Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power over the Shares held for the Magnetar Funds' accounts. Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners. The administrative manager of Supernova Management is Mr. Snyderman.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Snyderman is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.
(c)
Citizenship:
Place of Organization.
i) Magnetar Financial is a Delaware limited liability company;
ii) Magnetar Capital Partners is a Delaware limited partnership;
iii) Supernova Management is a Delaware limited liability company; and
iv) Mr. Snyderman is a citizen of the United States of America.
(d)
Title of class of securities:
Class A ordinary shares, par value $0.0001
(e)
CUSIP No.:
G01558108
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of December 31, 2025, each of Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Snyderman held 1,899,102 Shares. The amount consists of (A) 436,791 Shares held for the account of Constellation Master Fund; (B) 341,836 Shares held for the account of Lake Credit Fund; (C) 303,853 Shares held for the account of Structured Credit Fund; (D) 284,863 Shares held for the account of Xing He Master Fund; (E) 189,908 Shares held for the account of Alpha Star Fund; (F) 170,917 Shares held for the account of Purpose Credit Fund; (G) 132,936 shares held for the account of SC Fund; and (H) 37,998 Shares held for the account Purpose Credit Fund - T.
The Shares held by the Magnetar Funds represent approximately 8.26% of the total number of Shares outstanding (calculated pursuant to Rule 13d-3(d)(1)(i)) of the outstanding shares of the Issuer).
(b)
Percent of class:
As of December 31, 2025, each of the Reporting Persons were deemed to be the beneficial owner constituting approximately 8.26% of the total number of shares outstanding (based upon the information provided by the Issuer that there are approximately 23,000,000 Shares outstanding).
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
1,899,102
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
1,899,102
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
MAGNETAR FINANCIAL LLC
Signature:
/s/ Hayley Stein
Name/Title:
Name: Hayley Stein, Title: Attorney-in-fact for David J. Snyderman, Administrative Manager of Supernova Management LLC
Date:
02/17/2026
MAGNETAR CAPITAL PARTNERS LP
Signature:
/s/ Hayley Stein
Name/Title:
Name: Hayley Stein, Title: Attorney-in-fact for David J. Snyderman, Administrative Manager of Supernova Management LLC
Date:
02/17/2026
SUPERNOVA MANAGEMENT LLC
Signature:
/s/ Hayley Stein
Name/Title:
Name: Hayley Stein, Title: Attorney-in-fact for David J. Snyderman, Administrative Manager of Supernova Management LLC
Date:
02/17/2026
DAVID J. SNYDERMAN
Signature:
/s/ Hayley Stein
Name/Title:
Name: Hayley Stein, Title: Attorney-in-fact for David J. Snyderman, Administrative Manager of Supernova Management LLC
Date:
02/17/2026
Comments accompanying signature: MAGNETAR FINANCIAL LLC BY: Magnetar Capital Partners LP, its Sole Member BY: Supernova Management LLC, its General Partner
MAGNETAR CAPITAL PARTNERS LP By: Supernova Management LLC, its General Partner
Exhibit Information
99.1 Joint Filing Agreement, dated as of February 17, 2026, among the Reporting Persons.
99.2 Power of Attorney, dated as of December 22, 2022 filed by the Reporting Persons on February 17, 2026.
What percentage of Aldel Financial II Inc. (ALDF) shares do the Magnetar entities report owning?
The Magnetar entities report beneficial ownership of about 8.26% of Aldel’s Class A shares. This is based on 1,899,102 shares held versus approximately 23,000,000 Class A shares outstanding, as calculated under SEC Rule 13d-3(d)(1)(i).
How many Aldel Financial II Inc. (ALDF) shares are beneficially owned by the Magnetar group?
The reporting group discloses beneficial ownership of 1,899,102 Class A ordinary shares of Aldel Financial II Inc. These shares are spread across several Magnetar-managed funds, with the reporting persons sharing voting and dispositive power over the entire reported position.
Which entities are the reporting persons in this Aldel Financial II Inc. (ALDF) Schedule 13G/A filing?
The Schedule 13G/A is filed on behalf of Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman. Magnetar Financial advises the underlying funds, with Magnetar Capital Partners and Supernova Management serving as upstream control entities.
What does the Aldel Financial II Inc. (ALDF) Schedule 13G/A say about control intentions?
The reporting holders certify the Aldel stake was acquired and is held in the ordinary course of business. They state it was not acquired and is not held to change or influence control of Aldel, nor as part of any control-related transaction.
How is voting power over Aldel Financial II Inc. (ALDF) shares allocated among the Magnetar filers?
The filing reports zero sole voting and dispositive power for each reporting person. Instead, each reports shared voting power and shared dispositive power over the same 1,899,102 Aldel Class A shares held across various Magnetar-managed investment funds.
When is the ownership information in this Aldel Financial II Inc. (ALDF) Schedule 13G/A effective?
The ownership details are stated as of December 31, 2025. On that date, the Magnetar reporting group collectively held 1,899,102 Aldel Class A ordinary shares, representing approximately 8.26% of the issuer’s outstanding Class A shares according to the filing.
