[SCHEDULE 13G/A] Aldel Financial II Inc. Units SEC Filing

Rhea-AI Filing Summary

Westchester Capital Management, LLC reported beneficial ownership of 1,159,448 Class A ordinary shares of Aldel Financial II, representing 4.89% of the class. The filing states these shares are held for the benefit of two funds for which Westchester serves as sub-advisor.

The filing breaks the voting and disposition rights into 59,091 shares with sole voting/dispositive power and 1,100,357 shares with shared voting/dispositive power. The filer certifies the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.

Insights

Financial Analyst

TL;DR: Westchester holds a 4.89% economic interest (1,159,448 shares), largely via shared control through two funds.

The position is below the 5% reporting threshold for standalone control but is still a meaningful disclosure of exposure. The split between 59,091 shares (sole) and 1,100,357 shares (shared) implies most influence is exercised jointly, consistent with sub-advisory management of pooled funds. For investors, this filing documents who holds the stake and the governance footprint without indicating any intent to alter control.

Corporate Governance Expert

TL;DR: Report confirms passive, ordinary-course ownership with shared voting power; not a control-seeking disclosure.

The certification that holdings were acquired and are held in the ordinary course and not to change control is material to governance analysis. The majority of the filer’s position is held with shared voting/dispositive power, suggesting voting coordination through the Funds rather than unilateral control. No group, parent, or control-person designations are asserted in the statement.

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, $0.0001 par value per share

(Title of Class of Securities)

G01558108

(CUSIP Number)

06/30/2025

(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

Westchester Capital 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 59,091.00
6	Shared Voting Power 1,100,357.00
7	Sole Dispositive Power 59,091.00
8	Shared Dispositive Power 1,100,357.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,159,448.00

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)

4.89 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: * Based on 23,707,500 shares outstanding as of May 2, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 2, 2025.

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, Illinois, 60143
Item 2.
(a)	Name of person filing: Westchester Capital Management, LLC ("Westchester"), a Delaware limited liability company. Westchester, a registered investment adviser, serves as sub-advisor to each of The Merger Fund ("MF") and JNL Multi-Manager Alternative Fund ("JARB" together with MF, the "Funds"). The Funds directly hold Ordinary Shares of the Company for the benefit of the investors in those Funds. Mr. Roy Behren and Mr. Michael T. Shannon each serve as Co-Presidents of Westchester.
(b)	Address or principal business office or, if none, residence: 100 Summit Lake Drive, Valhalla, NY 10595
(c)	Citizenship: Delaware
(d)	Title of class of securities: Class A ordinary shares, $0.0001 par value per share
(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: 1,159,448
(b)	Percent of class: 4.89%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 59,091
	(ii) Shared power to vote or to direct the vote: 1,100,357
	(iii) Sole power to dispose or to direct the disposition of: 59,091
	(iv) Shared power to dispose or to direct the disposition of: 1,100,357
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
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.

Westchester Capital Management, LLC

Signature:	/s/ CaSaundra Wu
Name/Title:	CaSaundra Wu / Chief Compliance Officer
Date:	08/14/2025

FAQ

How many Aldel Financial II (ALDFU) shares does Westchester Capital Management report owning?

The filing reports beneficial ownership of 1,159,448 shares, representing 4.89% of the Class A ordinary shares.

Does Westchester have sole voting power over all reported ALDFU shares?

No. Westchester reports 59,091 shares with sole voting/dispositive power and 1,100,357 shares with shared voting/dispositive power.

Are the reported shares held on behalf of funds or accounts?

Yes. The shares are held on behalf of two funds for which Westchester acts as sub-advisor: The Merger Fund and JNL Multi-Manager Alternative Fund.

Does the filing state Westchester intends to change control of Aldel Financial II?

No. The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.

Is the reported stake above the 5% threshold that often triggers additional disclosure?

No. The reported stake is 4.89%, which the filing classifies as ownership of 5 percent or less of a class.