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

Rhea-AI Filing Summary

What changed: Hudson Bay Capital Management LP and Sander Gerber report owning Class A shares of Aldel Financial II equal to 1,450,000 shares, representing 4.85% of the Class A shares outstanding.

How it's held: The shares are held in the name of HB Strategies LLC, for which Hudson Bay acts as investment manager. The filing states the Investment Manager may be deemed the beneficial owner while Mr. Gerber, though a managing member of the related general partner, disclaims beneficial ownership.

Why it matters: This disclosure gives investors visibility into a near-5% position and clarifies voting and disposition arrangements: the reporting parties show shared voting and shared dispositive power over the 1,450,000 shares. The filing also certifies the securities were acquired and are held in the ordinary course of business and not for the purpose of changing control.

Positive

• Transparent disclosure of a material, near-5% position (1,450,000 shares, 4.85%) gives shareholders clearer ownership visibility
• Filing states passive intent: securities were acquired and held in the ordinary course and not to influence control, which reduces immediate governance uncertainty

Negative

• None.

Insights

Financial Analyst

TL;DR: A disclosed, sub-5% stake offering transparency but no stated control intent.

The filing reports a 1,450,000-share position representing 4.85% of Class A shares. For investors, the key takeaway is transparency: the investment manager holds the shares in HB Strategies LLC and shows shared voting and dispositive power, while the individual reporting person disclaims beneficial ownership. The certification that the stake was acquired in the ordinary course and not to influence control reduces immediate governance concern. This is a routine institutional disclosure rather than a hostile or activist move, based solely on the facts stated.

Corporate Governance Expert

TL;DR: Governance impact appears minimal; the filing signals passive investment and clarifies relationships.

The Schedule 13G indicates the holders are below the 5% threshold and explicitly state the shares were not acquired to change or influence control. The document clarifies the chain of ownership and authority: Hudson Bay Capital Management LP acts as investment manager to HB Strategies LLC (the record holder), and Mr. Sander Gerber is a managing member of the GP entity but disclaims beneficial ownership. Shared voting/dispositive power is reported, but no sole control is asserted. From a governance perspective, this is a disclosure of a material stake without declared activist intent.

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

(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

Hudson Bay Capital Management 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 1,450,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,450,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,450,000.00

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)

4.85 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No. G01558108

1

Names of Reporting Persons

Sander Gerber

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 1,450,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,450,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,450,000.00

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)

4.85 %

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, Illinois 60143
Item 2.
(a)	Name of person filing: This statement is filed by Hudson Bay Capital Management LP (the "Investment Manager") and Mr. Sander Gerber ("Mr. Gerber"), who are collectively referred to herein as "Reporting Persons."
(b)	Address or principal business office or, if none, residence: The address of the business office of each of the Reporting Persons is 290 Harbor Dr., Stamford, CT 06902.
(c)	Citizenship: The Investment Manager is a Delaware limited partnership. Mr. Gerber is a United States citizen.
(d)	Title of class of securities: Class A Ordinary Shares, $0.0001 par value
(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: The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 29,868,214 Class A ordinary shares, par value $0.0001 (the "Class A Ordinary Shares") of Aldel Financial II Inc. (the "Company") outstanding as of May 2, 2025, as reported in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2025 filed with the Securities and Exchange Commission on May 2, 2025. The Investment Manager serves as the investment manager to HB Strategies LLC, in whose name the securities reported herein are held. As such, the Investment Manager may be deemed to be the beneficial owner of all Class A Ordinary Shares held by HB Strategies LLC. Mr. Gerber serves as the managing member of Hudson Bay Capital GP LLC, which is the general partner of the Investment Manager. Mr. Gerber disclaims beneficial ownership of these securities.
(b)	Percent of class: 4.85%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(ii) Shared power to vote or to direct the vote: The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(iii) Sole power to dispose or to direct the disposition of: The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(iv) Shared power to dispose or to direct the disposition of: The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
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.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See Item 4(a).
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.

Hudson Bay Capital Management LP

Signature:	/s/ Sander Gerber
Name/Title:	Sander Gerber, Authorized Signatory
Date:	08/08/2025

Sander Gerber

Signature:	/s/ Sander Gerber
Name/Title:	Sander Gerber, Individually
Date:	08/08/2025

FAQ

How many Aldel Financial II (ALDFU) shares do Hudson Bay and Sander Gerber report holding?

The filing reports 1,450,000 Class A shares, representing 4.85% of the Class A shares outstanding.

On what outstanding-share count is the 4.85% based?

The percentage is calculated using 29,868,214 Class A shares outstanding as reported by the company as of May 2, 2025.

How are the shares held and who may be deemed the beneficial owner?

The shares are held in the name of HB Strategies LLC; Hudson Bay Capital Management LP is the investment manager and may be deemed the beneficial owner. Mr. Sander Gerber disclaims beneficial ownership.

What voting or disposition power is reported?

The reporting persons disclose 0 sole voting power and 1,450,000 shared voting power; sole dispositive power is 0 and 1,450,000 shared dispositive power.

Does the filing indicate an intent to influence control of ALDFU?

No. The filer certifies the securities were acquired and are held in the ordinary course of business and were not acquired to change or influence control.

When was the Schedule 13G/A signed?

The signature blocks show the filing was signed by Sander Gerber as authorized signatory and individually on 08/08/2025.