What changed in this filing

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Item 1. Financial Statements

2025-10-27 compared with 2025-07-30 · 70 added, 34 removed, 310 unchanged (25% of the section changed)

1 unchanged sentence

Aldel Financial II Inc.

Balance Sheets

Balance Sheet

September 30,

Current assets

24 unchanged sentences

Aldel Financial II Inc.

Statements of Operations

For the six months

For the three months

June 30, 2025

Statement of Operations

For the three

For the period from

July 15, 2024

(inception) to

September 30, 2025

September 30, 2024

Operating expenses:

4 unchanged sentences

Total other income

Income before taxes

Weighted average redeemable common shares outstanding basic

7 unchanged sentences

Statement of Changes in Stockholders’ Equity

For the six months period ended June 30, 2025

For the nine months period ended September 30, 2025

Stockholders’

Balance at July 15, 2024 (inception)

Issuance of founder shares

Issuance of additional founder shares

Balance at September 30, 2024

Sale of 23,000,000 units at $ 10 per unit in IPO

Sale of 477,500 units to Sponsor in private placement

Sale of 230,000 units to underwriters in private placement

Sale of 1,000,000 $ 15 strike warrants in private placement

Reclassification of deferred offering costs

( 4,613,768 )

Class A ordinary shares subject to possible redemptions

( 231,147,700 )

( 231,150,000 )

Accretion of Class A ordinary shares subject to possible redemption

( 1,437,212 )

( 2,016,502 )

Balance at December 31, 2024 (audited)

7 unchanged sentences

Balance at June 30, 2025

Accretion of Class A ordinary shares subject to possible redemption

( 2,570,630 )

Balance at September 30, 2025

The accompanying notes are an integral part of the interim financial statements.

Aldel Financial II Inc.

Statements of Cash Flows

For the six months

June 30, 2025

Statement of Cash Flows

For the nine months

For the period

July 15 (inception) to

September 30, 2025

September 30, 2024

Cash flows from operating activities

1 unchanged sentence

Changes in operating assets and liabilities:

Deferred offering cost

Deferred offering cost payable

Accounts payable

7 unchanged sentences

Cash flows from financing activities

Promissory note

Founder share issuance

Net cash provided by Financing activities

3 unchanged sentences

Supplemental disclosure for non-cash financing activities:

Settlement of additional Founder Share issuance against the promissory note

Income tax and interest paid

The accompanying notes are an integral part of the financial statements.

1 unchanged sentence

NOTES TO THE FINANCIAL STATEMENTS

June 30, 2025 (UNAUDITED)

September 30, 2025 (UNAUDITED)

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

4 unchanged sentences

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of June 30, 2025, the Company had not yet commenced any operations.

All activity through June 30, 2025 relates to the Company’s formation, the initial public offering (“IPO”), which is described below and target search for Business Combination.

As of September 30, 2025, the Company had not yet commenced any operations.

All activity through September 30, 2025 relates to the Company’s formation, the initial public offering (“IPO”), which is described below and target search for Business Combination.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

24 unchanged sentences

There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

As of June 30,2025, the redemption value of the trust account was approximately $ 10.35 per share.

As of September 30,2025, the redemption value of the trust account was approximately $ 10.46 per share.

If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated articles of incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

40 unchanged sentences

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any cash equivalents as of June 30, 2025.

The Company did not have any cash equivalents as of September 30, 2025.

Concentration of Credit Risk

2 unchanged sentences

Marketable securities held in Trust Account

At June 30, 2025, substantially all of the assets held in the Trust Account were invested in a in short term U.S.

At September 30, 2025, substantially all of the assets held in the Trust Account were invested in a in short term U.S.

Treasury obligations.

During the six-month ended June 30 2025, the Company did not withdraw any interest income from the Trust Account to pay for its taxes.

During the nine-month ended September 30 2025, the Company did not withdraw any interest income from the Trust Account to pay for its taxes.

Common stock subject to possible redemption

3 unchanged sentences

The Company’s ordinary share features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.

Accordingly, at June 30, 2025, ordinary share subject to possible redemption is presented as temporary equity at redemption value, outside of the stockholders’ equity section of the Company’s balance sheet.

Accordingly, at September 30, 2025, ordinary share subject to possible redemption is presented as temporary equity at redemption value, outside of the stockholders’ equity section of the Company’s balance sheet.

The Company recognizes changes in redemption value using the “at redemption value” method and accordingly recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.

9 unchanged sentences

The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense.

There were no unrecognized tax benefits as of June 30, 2025 and no amounts accrued for interest and penalties.

There were no unrecognized tax benefits as of September 30, 2025 and no amounts accrued for interest and penalties.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

7 unchanged sentences

The Company utilize two class methodology in calculation of earning per share.

The Company has redeemable shares referred to as Class A ordinary shares and and non-redeemable shares referred to as Class B ordinary shares of.

The Company has redeemable shares referred to as Class A ordinary shares and non-redeemable shares referred to as Class B ordinary shares.

Income and losses are shared pro rata between the redeemable and non-redeemable shares of ordinary share.

Net income (loss) per share of ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary share outstanding for the respective period.

Net income for the six-month period ended June 30, 2025 was allocated to redeemable and non-redeemable shares of ordinary share.

Net income for the nine-month period ended September 30, 2025 was allocated to redeemable and non-redeemable shares of ordinary share.

Diluted net income per share attributable to stockholders adjusts the basic net income per share attributable to stockholders and the weighted-average shares of ordinary share outstanding for the potentially dilutive impact of outstanding warrants.

The following table reflects the calculation of basic and diluted net income(loss) per share of ordinary share (in dollars, except per share amounts):

Net income from January 1, 2025, to June 30, 2025

For the six months period ended June 30, 2025

Net income from January 1, 2025, to September 30, 2025

For the nine months period ended September 30, 2025

Non- Redeemable

10 unchanged sentences

Earnings (loss) per ordinary share - Basic

For the six months period ended June 30, 2025

For the nine months period ended September 30, 2025

Non- Redeemable

5 unchanged sentences

( 1,421,752 )

( 7,482,906 )

Accretion applicable to the redeemable class

2 unchanged sentences

Earnings (loss) per ordinary share - Diluted

The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except per share amounts) for the three months ended June 30, 2025

Net income from April 1, 2025, to June 30, 2025

For the three months period ended June 30, 2025

The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except per share amounts) for the three months ended September 30, 2025.

Net income from July 1, 2025, to September 30, 2025

For the three months period ended September 30, 2025

Non- Redeemable

9 unchanged sentences

Earnings (loss) per ordinary share - Basic

For the three months period ended June 30, 2025

For the three months period ended September 30, 2025

Non- Redeemable

56 unchanged sentences

The promissory note was full paid after the IPO.

As of June 30, 2025, there was no balance outstanding under the promissory notes.

As of September 30, 2025, there was no balance outstanding under the promissory notes.

Administrative Services Agreement

14 unchanged sentences

Ordinary Shares – The Company is authorized to issue 500,000,000 total shares of par value $ 0.0001 each, including 479,000,000 Class A ordinary shares and 20,000,000 Class B ordinary shares, as well as 1,000,000 preferred shares, $ 0.0001 par value each.

There were 6,160,714 Class B or Founder Shares issued and outstanding as of June 30, 2025.

There were 707,500 shares of Class A ordinary

shares outstanding as of June 30, 2025, excluding 23,000,000 shares subject to possible redemption.

There were 6,160,714 Class B or Founder Shares issued and outstanding as of September 30, 2025.

There were 707,500 shares of Class A ordinary shares outstanding as of September 30, 2025, excluding 23,000,000 shares subject to possible redemption.

Each Class A and Class B ordinary share has one voting right.

17 unchanged sentences

SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to July 30 2025, the date that the financial statements were issued.

There were no subsequent events to report.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to October 27, 2025, the date that the financial statements were issued.

On October 27, 2025, Peter Early resigned as the director of the Company.

Charles Nearburg was appointed as a new director replacing Peter Early.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements