STOCK TITAN

Aldel Financial II warned on Nasdaq holder shortfall

Aldel Financial II Inc. has fallen below Nasdaq’s minimum 400-holder requirement and faces a structured timetable to present a compliance plan or risk delisting.

(Moderate)
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

Aldel Financial II Inc. (ALDF) disclosed that on September 10, 2026 it received a Nasdaq notice that it is not in compliance with Nasdaq Listing Rule 5450(a)(2), the Minimum Public Holders Rule, which requires at least 400 total holders for continued listing on the Nasdaq Global Market. The company has 45 days, until October 26, 2026, to submit a compliance plan, after which Nasdaq may grant up to a 180‑day extension to regain compliance. ALDF’s securities remain listed on the Nasdaq Global Market while it prepares a plan and monitors its total holders, but there is no assurance it will regain or maintain compliance or avoid potential delisting.

Positive

  • None.

Negative

  • Non-compliance with Nasdaq holder requirement: On September 10, 2026 ALDF was notified it no longer meets Nasdaq Listing Rule 5450(a)(2), which requires at least 400 total holders, creating a clear risk of potential delisting if compliance is not restored within the allowed timeframe.

Filing Explained

If Nasdaq rejects ALDF’s compliance plan, the company may appeal to a Nasdaq Hearings Panel; the filing states that an appeal may not succeed.

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.
Minimum total holders required 400 holders Threshold under Nasdaq Listing Rule 5450(a)(2) for continued listing on the Nasdaq Global Market
Notice date from Nasdaq September 10, 2026 Date ALDF received written notice of non-compliance with the Minimum Public Holders Rule
Compliance Plan deadline October 26, 2026 45 calendar days from the notice for ALDF to submit a Compliance Plan to Nasdaq
Potential extension period 180 calendar days Maximum additional time Nasdaq may grant after accepting ALDF’s Compliance Plan
Listing venue Nasdaq Global Market Current listing market for ALDF’s ordinary shares, warrants, and units
Minimum Public Holders Rule regulatory
"not in compliance with Listing Rule 5450(a)(2) (the “Minimum Public Holders Rule”)"
Nasdaq Global Market market
"for continued listing on the Nasdaq Global Market"
The Nasdaq Global Market is a section of the stock exchange where larger, well-established companies are listed and publicly traded. It functions like a marketplace where investors can buy and sell shares of these companies, providing them with access to capital and opportunities for growth. Its role is important because it helps investors identify and invest in reputable companies with strong financial backgrounds.
Emerging growth company regulatory
"Emerging growth company x"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Compliance Plan regulatory
"to submit a plan (the “Compliance Plan”) to regain compliance"
A compliance plan is a company's documented roadmap of rules, procedures and checks designed to ensure it follows laws, industry rules and internal policies. Think of it as an instruction manual and regular checklist that helps prevent costly mistakes, fines or business disruptions by flagging problems early and guiding corrective action. Investors watch these plans because a clear, enforced plan lowers legal and reputational risk and indicates stronger management and governance.
forward-looking statements regulatory
"Certain statements made in this on are “forward-looking statements”"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

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

What Nasdaq issue did Aldel Financial II Inc. (ALDF) disclose?

Aldel Financial II Inc. reported receiving a Nasdaq notice on September 10, 2026 stating it is not in compliance with Listing Rule 5450(a)(2), the Minimum Public Holders Rule, which requires at least 400 total holders for continued listing on the Nasdaq Global Market.

Is ALDF currently being delisted from Nasdaq?

No. The company states the Nasdaq notice does not impact the listing of its securities on the Nasdaq Global Market at this time. Its securities remain listed while it prepares and potentially executes a compliance plan under Nasdaq procedures.

What deadline does ALDF face to respond to Nasdaq about the 400-holder deficiency?

ALDF has 45 calendar days from the September 10, 2026 notice, or until October 26, 2026, to submit a Compliance Plan to Nasdaq that describes how it will regain compliance with the Minimum Public Holders Rule.

How much extra time could ALDF receive to regain Nasdaq compliance?

If Nasdaq accepts the company’s Compliance Plan, Nasdaq may grant ALDF an extension of up to 180 calendar days from the date of the notice to demonstrate compliance with the Minimum Public Holders Rule for continued listing.

What happens if Nasdaq rejects ALDF’s compliance plan?

If Nasdaq does not accept the Compliance Plan, ALDF will have the opportunity to appeal the decision to a Nasdaq Hearings Panel. The company cautions there can be no assurance that any such appeal would be successful.

What actions is ALDF considering to address the Nasdaq holder deficiency?

ALDF states it intends to monitor its total holders through October 26, 2026 and may, if necessary or appropriate, evaluate available options to resolve the deficiency and regain compliance with the Minimum Public Holders Rule.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates
false 0002031561 0002031561 2026-09-10 2026-09-10 0002031561 ALDF:OrdinarySharesMember 2026-09-10 2026-09-10 0002031561 ALDF:WarrantsMember 2026-09-10 2026-09-10 0002031561 ALDF:UnitsMember 2026-09-10 2026-09-10 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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 10, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On September 10, 2026, Aldel Financial II Inc. (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Company is not in compliance with Listing Rule 5450(a)(2) (the “Minimum Public Holders Rule”), which requires the Company to maintain a minimum of 400 total holders for continued listing on the Nasdaq Global Market. The Notice does not impact the listing of the Company’s securities on the Nasdaq Global Market at this time.

 

The Notice states that the Company has 45 calendar days, or no later than October 26, 2026, to submit a plan (the “Compliance Plan”) to regain compliance with the Minimum Public Holders Rule. If the Company is unable to regain compliance by that date, the Company intends to submit a plan to regain compliance with the Minimum Public Holders Rule within the required timeframe. If Nasdaq accepts the Compliance Plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the Notice to evidence compliance with the Minimum Public Holders Rule. If Nasdaq does not accept the Compliance Plan, the Company will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel. However, there can be no assurance that such an appeal would be successful.

 

The Company intends to monitor its total holders between now and October 26, 2026, and may, if necessary or appropriate, evaluate available options to resolve the deficiency under and regain compliance with the Minimum Public Holders Rule. However, there can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq listing criteria.

 

Forward-Looking Statements

 

Certain statements made in this Current Report on Form 8-K are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the “safe harbor” provisions under the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this Current Report on Form 8-K are forward-looking statements. When used in this Current Report on Form 8-K, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and variations of these words or similar expressions (or the negative versions of such words or expressions), as they relate to the Company or its management team, are intended to identify forward-looking statements. Many factors could cause actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K, including the Company’s ability to successfully appeal a delisting determination, or the Company’s ability to resolve the deficiency under the Minimum Public Holders Rule and regain compliance with the Minimum Public Holders Rule. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 25, 2026, and other documents of the Company filed, or to be filed, with the SEC, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by this paragraph. The Company undertakes no obligation to update or revise any forward-looking statements for revisions or changes after the date of this Current Report on Form 8-K, except as required by law.

 

 

 

 

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 16, 2026

 

ALDEL FINANCIAL II INC.

 

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

 

 

 

Filing Exhibits & Attachments

4 documents

Keep reading