Aldel Financial II Inc 8-K, filed Sep 22, 2026
Aldel Financial II Inc. (ALDF)
About this 8-K
Aldel Financial II Inc filed this 8-K on September 22, 2026.
Aldel Financial II Inc. reported that all but one Class B ordinary share will convert to Class A ordinary shares on October 5, 2026, leaving 29,868,213 Class A Shares and one Class B Share outstanding. AI summary
Items reported
- Item 8.01: Other events
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| 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 |