What changed in this filing

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Item 9A. Controls and Procedures

2026-03-25 compared with 2025-02-11 · 266 added, 155 removed, 688 unchanged (38% of the section changed)

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Baqar has served as the founder and Managing Member of Sequoia Financial LLC, a management services and advisory firm, since January 2019.

Baqar has also served as Chief Financial Officer from August 2021 to February 2024 and Executive Vice President from December 2021 to February 2024 of Fundamental Global Inc.

(formerly FG Financial Group, Inc.

FGF)) ), which operates as a diversified reinsurance, asset management, merchant banking, manufacturing and real estate holding company, as Chief Financial Officer of Insurance Income Strategies Ltd., a former Bermuda based reinsurance company from October 2017 to December 2021, as a Director of GreenFirst Forest Products Inc.

GFP) (formerly Itasca Capital Ltd.), a public company focused on investments in the forest products industry from August 2019 to December 2021 and as Chief Financial Officer of GreenFirst Forest Products Inc.

from June 2016 to December 2020, as a Director of FG Reinsurance Ltd., a Cayman Islands reinsurance company since June 2020, as Director, Treasurer and Secretary of Sponsor Protection Coverage and Risk, Inc., a South Carolina captive insurance company from October 2022 to March 2024, and as a Director and Chief Financial Officer of Unbounded Media Corporation from June 2019 to September 2023.

Baqar served as a Director, Secretary and Chief Financial Officer of FG Acquisition Corp.

FGAA.U) from October 2021 to September 2024, a special purpose acquisition company which

merged with Strong/MDI Screen Systems, Inc.

Baqar also serves as a Chief Financial Officer of FG Merger II Corp., a special purpose acquisition company in the process of completing its business combination since October 2023.

Since November 2025, Mr.

Baqar serves as Director of Capital Markets of Saltire Capital Ltd.

Since September 2023, Mr.

Baqar serves as Chief Financial Officer of Strong/MDI Screen Systems, Inc.

Since October 2023, has served as Chief Financial Officer of FG Merger II Corp.

special purpose acquisition companies in the process of completing the initial public offering.

Baqar serves as Chief Financial Officer of FG Merger III Corp., a special purpose acquisition company in the process of completing its IPO.

Since September 2025, Mr.

Baqar serves as Chief Financial Officer of FG Imperii Acquisition Corp, a special purpose acquisition company in the process of completing its business combination.

Baqar serves as Chief Financial Officer and director of Greenland Exploration Limited since June 2025.

Previously, Mr.

Baqar served as Chief Financial Officer from September 2024 to November 2025 of Saltire Capital Ltd.

SLT), Chief Financial Officer from August 2021 to February 2024 and Executive Vice President from December 2021 to February 2024 of FG Nexus Inc.

(“FGNX”), formerly FG Financial Group Inc.

(“FGF”)., which operates as a Ethereum Treasury Company and previously

as a reinsurance and asset management holding company, as a director of Fundamental Global Reinsurance Ltd., a Cayman Islands reinsurance company from June 2020 to 2025, as Chief Financial Officer of FG New America Acquisition II Corp., a special purpose acquisition company in the process of going public and is focused on merging with a company in the InsureTech, FinTech, broader financial services and insurance sectors from February 2021 to October 2023, as Chief Financial Officer of Insurance Income Strategies Ltd., a former Bermuda based reinsurance company from October 2017 to December 2021, as a director of GreenFirst Forest Products Inc.

from June 2016 to December 2020, and as a director and Chief Financial Officer of Unbounded Media Corporation from June 2019 to September 2023, as a director, treasurer and secretary of Sponsor Protection Coverage and Risk, Inc., a South Carolina captive insurance company from October 2022 to April 2024.

Baqar served as a director of FG Merger Corp.

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from January 2010 to January 2019.

Baqar also served as Director and Chief Financial Officer of 1347 Capital Corp.

Baqar also served as Chief Financial Officer and director of 1347 Capital Corp.

from April 2014 to July 2016, a special purpose acquisition company which merged with Limbach Holdings, Inc.

Baqar served as a member of the Board of Directors of Fundamental Global Inc.

(formerly FG Financial Group, Inc.

FGF)) from October 2012 to May 2015.

Baqar served as a member of the board of directors of FG Nexus Inc.from October 2012 to May 2015.

He also served as the Chief Financial Officer of United Insurance Holdings Corp.

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As Executive Director, he works closely with the leadership of the member race teams with a mandate to advance their collective interests in the sport.

He has served in that role since 2018.

He has served that role since 2018.

Prior to the RTA, from November 2013 to April 2018, Mr.

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From 1995-2000 he was a Partner and Head of Research at Murray Capital Management.

Kovensky began his career at Chase Manhattan Bank in 1989 where he gained experience in High Yield Finance, Structured Finance

and International Trade Finance.

Kovensky began his career at Chase Manhattan Bank in 1989 where he gained experience in High Yield Finance, Structured Finance and International Trade Finance.

Kovensky has served on the board of directors for Naviga, Inc, Artera Services, Smile Holdings, United Road Services, CWT Travel Services and At Home Cayman, Inc.

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From 2018 to 2023, Ms.

Demirors served as Chief Strategy Officer at CoinShares, a publicly listed European investment company specialising in digital assets, where she oversaw investments to provide institutional investors with thematic, risk-managed exposure to the emerging crypto asset ecosystem and served as managing director of the firm’s US operations.

Demirors served as Chief Strategy Officer at CoinShares, a publicly listed European investment company specializing in digital assets, where she oversaw investments to provide institutional investors with thematic, risk-managed exposure to the emerging crypto asset ecosystem and served as managing director of the firm’s US operations.

From 2015 until 2018, Ms.

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Demirors was a strategy consultant in Deloitte’s Oil & Gas practice.

She is a frequent contributor to broadcast and print media and is a Program Fellow at the Oxford Saïd Business School where she has been overseeing the Blockchain Strategy Programme since 2017.

She is a frequent contributor to broadcast and print media and is a Program Fellow at the Oxford Saïd Business School where she has been overseeing the Blockchain Strategy Program since 2017.

Demirors holds a BA in Mathematical Economics from Rice University, and an MBA from the MIT Sloan School of Management.

We believe that Ms.

Demiror is qualified to serve on our board of directors due to her experience in public companies, financial markets and management skills.

Peter Early has been a director of the Company since October 21, 2024.

Since April 2024, Mr.

Early has served as head business development at 1Round Table Partners (“1RT”), the largest growth equity investor focused exclusively on the blockchain space.

Prior to 1RT, he served on the board of directors and lead all aspects of business development and strategy from 2019 to 2024 for Exos Financial (“Exos”), a tech-enabled institutional bank he co-founded with Brady Dougan, the former CEO of Credit Suisse, and Joe Squeri, the former CTO of Citadel.

Early led the SPAC business at Exos where he advised multiple companies on their SPAC mergers and multiple sponsor teams on their SPAC IPOs.

He also devised and oversaw an investment strategy that invested roughly $200m in an actively managed portfolio of listed SPACs.

Prior to Exos, Mr.

Early served in leadership roles at SoFi Technologies, Inc., Guggenheim Partners, LLC, and Wynn Resorts, Limited and worked in trading at Bankers Trust New York Corporation and Tiger Global Management, LLC.

Additionally, he helped launch three Tiger-Cub hedge funds as either the CEO/CIO or President.

Early earned a BS in electrical engineering and economics from Yale University in 1991.

We believe that Mr.

Early is qualified to serve on our board of directors based on his extensive experience in financial services, capital markets, operational and management expertise.

Demirors is qualified to serve on our board of directors due to her experience in public companies, financial markets and management skills.

Nearburg has been a director of the Company since October 27, 2025.

Founding Nearburg Producing Company in 1979, Charles grew it into one of the Top 100 Independent Producers in the U.S., and always operating in an environmentally conscious way, received two Environmental Awards from the Bureau of Land Management.

Between 2016-2017 Nearburg Producing Company sold the majority of its producing assets to two firms backed by Warburg Pincus and Carnelian Capital.

Nearburg also owns STOL Aviation LLC, which is developing a world class “back country” short take-off and landing airplane, and NRC Marketing, Inc.

(“Nearburg Racing”) which prepares vintage Formula 1 cars for competition.

Nearburg was also a minority owner and advisory board member of McLaren Racing LTD, a top Formula 1 and Indy Car Team.

In honor of his son, Rett, who lost an 11-year battle with Ewing’s at age 21, Mr.

Nearburg devotes substantial time and resources in support of Ewing’s Sarcoma cancer research and was instrumental in founding the Rett Nearburg International Ewing’s Sarcoma Research Symposia, of which six have now been held ( www.rett.org ).

In 2024, he launched the Ewing Sarcoma Institute which is dedicated to radically improving outcomes for Ewing Sarcoma patients by uniting the global community to accelerate collaborative scientific discovery and development of breakthrough treatments ( www.ewingsarcoma.org ).

A lifelong car racer, his career includes driving a 333SP Ferrari at Le Mans, finishing 4th and 10th overall at the Sebring 12-Hours, and driving the late Walter Payton’s Indy Car in the 1997 CART/FedEx Championship.

In September 2010 at the Bonneville Salt Flats driving the “Spirit of Rett” streamliner, Mr.

Nearburg set a 414 MPH FIA record with a top speed of 422 MPH.

This made the “Spirit of Rett” the fastest single engine normally aspirated car in history, as well as the 3rd fastest internal combustion engine car in history.

Nearburg is one of only six people in history to have set a piston engine car record at over 400 MPH.

The “Spirit of Rett” was built in the Nearburg Racing shop.

A graduate of Dartmouth College, Mr.

Nearburg, received AB, BE, and ME degrees at Dartmouth’s Thayer School of Engineering, where he has been on the Board of Advisors for 30 years.

He is also a Trustee of University of Texas Southwestern Medical Foundation;

the Petersen Automotive Museum in Los Angeles;

the Art Center College of Design in Pasadena;

and a Life Trustee of the St.

Mark’s School of Texas in Dallas.

He is a past Trustee of the Maryland Institute College of Art in Baltimore;

The Hockaday School in Dallas;

and the Hood Museum of Art at Dartmouth College.

Number and Terms of Office of Officers and Directors

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Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office.

Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate.

Our board of directors is authorized to

appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate.

Our amended and restated memorandum and articles of association provide that our officers may consist of a Chairman of the Board, a Chief Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer and such other offices as may be determined by the board of directors.

On October 27, 2025, Peter Early announced his resignation from the board of director of the Company effective October 27, 2025.

Early, who has served as a member of the board since October 2024, indicated that his resignation was not the result of any disagreement with the Company regarding its operations, policies, practices or otherwise.

On October 27, 2025, the board appointed Charles E.

Nearburg to fill the vacancy on the board created by Mr.

Early’s resignation.

The appointment of Mr.

Nearburg is effective as of October 27, 2025.

Nearburg was appointed to serve as a Class I director for a remaining term expiring at the Company’s 2026 Annual Meeting of Shareholders or until his successor is duly elected and qualified.

Director Independence

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We have three “independent directors” as defined in Nasdaq rules and applicable SEC rules.

Our board has determined that each of Stuart Kovensky, Meltem Demirors, and Peter Early is an independent director under applicable SEC and Nasdaq rules.

Our board has determined that each of Stuart Kovensky, Meltem Demirors, and Charles E.

Nearburg (previously Peter Early who resigned as board member in October 2025) is an independent director under applicable SEC and Nasdaq rules.

Our independent directors will have regularly scheduled meetings at which only independent directors are present.

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Audit Committee

We established an audit committee of the board of directors, the initial members of which are Stuart Kovensky, Meltem Demirors, and Peter Early, each of whom meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.

We established an audit committee of the board of directors, the members of which are Stuart Kovensky, Meltem Demirors, and Charles E.

Nearburg, each of whom meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.

Stuart Kovensky serves as chairperson of the audit committee.

Each member of the audit committee is financially literate and our board of directors has determined that each of Stuart Kovensky, Meltem Demirors, and Peter Early qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

Each member of the audit committee is financially literate, and our board of directors has determined that each of Stuart Kovensky, Meltem Demirors, and Charles E.

Nearburg qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

We have adopted an audit committee charter, which details the principal functions of the audit committee, including:

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● setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

obtaining and reviewing a report, at least annually, from the independent auditors describing (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

● meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ”;

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Compensation Committee

We established a compensation committee of the board of directors, the initial members of which are Stuart Kovensky, Meltem Demirors, and Peter Early.

We established a compensation committee of the board of directors, the members of which are Stuart Kovensky, Meltem Demirors, and Charles E.

Under Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent.

Stuart Kovensky, Meltem Demirors, and Peter Early are independent and Meltem Demirors chairs the compensation committee.

Stuart Kovensky, Meltem Demirors, and Charles E.

Nearburg are independent and Meltem Demirors chairs the compensation committee.

We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

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● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding the foregoing, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of aBusiness Combination.

Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such Business Combination.

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Nominating and Corporate Governance Committee

We established a nominating and corporate governance committee of the board of directors, the initial members of which are Stuart Kovensky, Meltem Demirors, and Peter Early.

Peter Early serves as chair of the nominating and corporate governance committee.

We established a nominating and corporate governance committee of the board of directors, the members of which are Stuart Kovensky, Meltem Demirors, and Charles E.

Nearburg serves as chair of the nominating and corporate governance committee.

We adopted a nominating and corporate governance committee charter, which details the purpose and responsibilities of the nominating and corporate governance committee, including:

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Swets assists our management team with sourcing and evaluating business opportunities and devises plans and strategies to optimize any business that we may acquire.

We have not currently entered into any formal arrangements or agreements with Mr.

We have not entered into any formal arrangements or agreements with Mr.

Swets to provide services to us and he will have no fiduciary obligations to present business opportunities to us.

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Swets founded Itasca Financial LLC, an advisory and investment firm, in 2005 and has served as its managing member since inception.

Swets is founder and President of Itasca Golf Managers, Inc., a management services and advisory firm focused on the real estate and hospitality industries since August 2018.

Mr Swets served as Chief Executive Officer and a director of FG Acquisition Corp.

FGAA.U) from October 2021 to September 2024, a special purpose acquisition company which merged with Strong/MDI Screen Systems, Inc.

Swets also founded and is the President of Itasca Golf Managers, Inc., a management services and advisory firm focused on the real estate and hospitality industries, in August 2018 and director of GreenFirst Forest Products Inc.

GFP), a public company focused on investments in the forest products industry, since June 2016.

Since September 2023, Mr.

Swets serves as Executive Chairman of Strong/MDI Screen Systems, Inc.

Swets has served as Chief Executive Officer of FG Merger II Corp.

and FG Merger III Corp.

since September 2023, two special purpose acquisition companies in the process of completing its initial public offerings;

and as Head of Merchant Banking of Fundamental Global Inc.

(formerly FG Financial Group Inc.) (Nasdaq:

FGF) since February 2024.

Swets is a member of the board of directors of GreenFirst Forest Products Inc.

GFP), a public company focused on investments in the forest products industry since June 2016, and Ascension Illinois Foundation since March 2018.

Swets has served as Chief Executive Officer of FG Merger II Corp., a special purpose acquisition company in the process of completing its business combination.

Since September 2025, Mr.

Swets has served as Chief Executive Officer of FG Imperii Acquisition Corp., a special purpose acquisition company in the process of completing its business combination.

Since Februaury 2024, Mr Swets has served as Head of Merchant Banking of FG Nexus Inc.(“FGNX”), formerly FG Financial Group Inc.

(“FGF”) which operates as a Ehereum Treasury Company and previously as a reinsurance and asset management holding company.

From October 2021 to September 2024, Mr.

Swets also served as Chief Executive Officer and a member of the board of directors of FG Acquisition Corp (TSX:FGAA.U), a special purpose acquisition company which merged with Strong/MDI Screen Systems, Inc.

and was renamed as Saltire Capital Ltd.

Since September

Swets serves as CEO of FG Merger III Corp., a special purpose acquisition company in the process of completing its IPO and is focused on searching for a target company in the financial services sector.

Since September 2024, Mr.

Swets serves as Executive Chairman of Saltire Capital Ltd.

Since June 2025, Mr.

Swets has served as Chief Executive Officer of Greenland Exploration Corp.

Previously, Mr.

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OPFI), a leading financial technology platform that powers banks to help everyday consumers gain access to credit, from July 2020 to July 2021.

From October 2021 to September 2024, Mr.

and was renamed as Saltire Capital Ltd.

Swets served as Senior Advisor to Aldel Financial Inc.

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HGTY), a leading specialty insurance provider focused on the global automotive enthusiast market, from April 2021 to December 2021.

Swets also served as Chief Executive Officer of Fundamental Global Inc.

(formerly FG Financial Group Inc.) from November 2020 to February 2024, after having served as interim CEO from June 2020 to November 2020, Chief Executive Officer of GreenFirst Forest Products Inc.

GFP) (formerly Itasca Capital Ltd.) from June 2016 to June 2021, Chief Executive Officer of Kingsway Financial Services Inc.

Swets also served as Chief Executive Officer of FG Nexus (“FGNX”), formerly FG Financial Group Inc.

from November 2020 to February 2024, after having served as interim CEO from June 2020 to November 2020, Chief Executive Officer of GreenFirst Forest Products Inc.

GFP) (formerlyItasca Capital Ltd.) from June 2016 to June 2021, Chief Executive Officer of Kingsway Financial Services Inc.

KFS) from July 2010 to September 2018, including as its President from July 2010 to March 2017.

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He was also a founder and served as Chairman of the Board of Unbounded Media Corporation from June 2019 to September 2023.

Swets also previously served as a member of the board of directors of Fundamental Global Inc.

(formerly FG Financial Group Inc.) from November 2013 to February 2024, FG Group Holdings, Inc.

Swets also previously served as a member of the board of directors of FG Nexus, formerly FG Financial Group Inc.

from November 2013 to February 2024, FG Group Holdings, Inc.

from October 2021 to February 2024, Harbor Custom Development, Inc.

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from 2008 to March 2012;

and Risk Enterprise

Management Ltd.

and Risk Enterprise Management Ltd.

from November 2007 to May 2012.

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Number of shares

Approximate percentage

Name and Address of Beneficial Owner (1)

benefically owned

percentage of class

benefically owned

percentage of class

of ordinary class

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Kauffman (3)(4)

Peter Early (4)

Stuart Kovensky

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All officers, directors and director nominees as a group (6 persons)

5% or more owners

Magnetar Fund (5)

Harraden Fund (6)

LMR Partners LLP

Less than one percent

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Kauffman has voting and investment discretion with respect to the ordinary shares held of record by Aldel Investors II LLC.

(4) Includes 100,000 founder shares held by Mr.

Kauffman in his individual capacity.

our Sponsor, and our executive officers and directors are deemed to be our “promoters” as such term is defined under the federal securities laws.

(4) On October 27, 2025, Peter Early resigned from the board of director of the Company and was replaced by Charles E.

Peter Early transferred 12,500 Founder Share and Mr.

Kauffman transferred 12,500 Founder Shares held in his individual name to Mr.

(5) As per 13 G filed on January 1, 2025, Magnetar Funds’ entities collectively own 1,900,000 ordinary shares.

The principal address for Magnetar Funds is 1603 Orrington Avenue, 13 th Floor, Evanston, Illinois 60201.

(6) As per 13 G/A filed on November 14, 2025, Harraden Fund’s entities collectively own 2,351,288 ordinary shares.

The principal address for Harraden Funds is 299 Park Avenue, 21st Floor, New York, NY 10171.

(7) As per 13 G/A filed on May 15, 2025, LMR Partners LP own 1,200,000 ordinary shares.

The principal address for LMR Partners LLP is 9th Floor, Devonshire House, 1 Mayfair Place, London, W1J 8AJ, United Kingdom.

As per 13 G/A filed on February 14, 2025, AQR Funds’s entities collectively own 2,263,184 ordinary shares.

The principal address for AQR Fund is One Greenwich Plaza, Suit 130 Greenwich, Connecticut 06830 our Sponsor, and our executive officers and directors are

deemed to be our “promoters” as such term is defined under the federal securities laws.

See “Item 13.

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Global Net Lease Realty

Chairman and Director

Race Team Alliance

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Investment Company

Chief Financial Officer

Director of Capital Markets

Craveworthy LLC

Restaurant Portfolio Company

FG Reinsurance Ltd.

FG Merger II Corp.

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Managing Member

FG Imperii Acquisition Corp.

Special Purpose Acquisition Company

Chief Financial Officer

Greenland Exploration Limited

Energy company

Chief Financial Officer & Director

Stuart Kovensky

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Hermitage Member Club, Inc.

Private Ski Mountain

Director & President

Guitar Centers, Inc.

Jonathan Marshall

RTA Media, LLC

Parella Motorsports Holdings LLC

TFI Properties, LLC

Meltem Demirors

Crucible Capital Management LLC

Investment management

Owner, managing member

Crucible Capital Fund I & I-A

Venture capital

Sole GP to the Fund

Crucible Capital GP I LLC

Venture capital

Crucible Capital Standard Nuclear Series A SPV

Venture capital

Sole GP to the SPV

Crucible Capital Liquid Opportunities GP LLC

Discretionary investments (internal hedge fund)

One of 3 GPs to the SPV

Crucible Capital Liquid Opportunities SPV LLC

Discretionary investments (internal hedge fund)

One of 3 members, all are employees of Crucible Capital

Spruce Pine Holdings LLC

Financing, developing, and operating compute infra

Managing Member

Shiny Pony LLC

Personal holding company

Owner, managing member

The Shrike LLC

Personal holding company

Owner, managing member

MK Studio LLC

Design services and materials

Managing Member

Compass Mining

Data center hosting

Board director

Sourceful Labs AB

Energy software startup

Board director

Nirvana Network Corporation, Inc.

Infrastructure startup

Board director

Potential investors should also be aware of the following other potential conflicts of interest:

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Additionally, our Initial Shareholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if we fail to complete our Business Combination within the prescribed time frame or any extended period of time that we may have to consummate a Business Combination as a result of an amendment to our amended and restated memorandum and articles of association, although they will be entitled to liquidating distributions from assets outside the Trust Account.

If we do not complete our Business Combination within such applicable time period, the proceeds of the sale of the Private Placement Securities held in the Trust Account will be used to fund the redemption of our Public Shares, and the Private Placement Securities will be worthless.

If we do not complete our Business

Combination within such applicable time period, the proceeds of the sale of the Private Placement Securities held in the Trust Account will be used to fund the redemption of our Public Shares, and the Private Placement Securities will be worthless.

● Additionally, our Initial Shareholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of:

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Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the Trust Account for any reason whatsoever.

Accordingly, any

indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate a Business Combination.

Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate a Business Combination.

Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty.

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We have three “independent directors” as defined in Nasdaq rules and applicable SEC rules.

Our board has determined that each of Stuart Kovensky, Meltem Demirors, and Peter Early is an independent director under applicable SEC and Nasdaq rules.

Our board has determined that each of Stuart Kovensky, Meltem Demirors, and Charles E.

Nearburg is an independent director under applicable SEC and Nasdaq rules.

Our independent directors will have regularly scheduled meetings at which only independent directors are present.

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Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Fruci in connection with regulatory filings.

The aggregate fees billed by Fruci for professional services rendered for the audit of our annual financial statements, review of the financial information for the respective periods, registration statement and other required filings with the SEC was $38,500 for the fiscal years ended December 31,2024 The above amounts include interim procedures and audit fees and retainer for the annual audit, as well as attendance at audit committee meetings.

Audit-Related Fees.

We paid Fruci $11,000 for the services performed related to consent and comfort letter issued in relation to our IPO.

The aggregate fees billed by Fruci for professional services rendered for the audit of our annual financial statements, review of the financial information for the respective periods, registration statement and other required filings with the SEC was $21,560 and 38,500 for the fiscal years ended December 31, 2025 and 2024 respectively The above amounts include interim procedures and audit fees and retainer for the annual audit, as well as attendance at audit committee meetings.

We did not pay Fruci for tax planning and tax advice for the fiscal years ended December 31, 2025.

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Financial Statements:

Balance Sheet as of December 31, 2024

Statement of Operations for the period July 15, 2024 (inception) to December 31, 2024

Statement of Shareholders’ Equity for the period July 15, 2024 (inception) to December 31, 2024

Statement of Cash Flows for the period July 15, 2024 (inception) to December 31, 2024

Balance Sheets as of December 31, 2025 and 2024

Statements of Operations for the year ended December 31, 2025 and for the period July 15, 2024 (inception) to December 31, 2024

Statements of Shareholders’ Equity for the year ended December 31, 2025 and for the period July 15, 2024 (inception) to December 31, 2024

Statements of Cash Flows for the year ended December 31, 2025 and for the period July 15, 2024 (inception) to December 31, 2024

Notes to Financial Statements

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Opinion on the Financial Statements

We have audited the accompanying balance sheet of Aldel Financial II Inc.

(“the Company”) as of December 31, 2024, and the related statement of operations, changes in stockholders’ equity, and cash flows for the period from July 15, 2024 (inception) to December 31, 2024, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the period then ended, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying balance sheets of Aldel Financial II Inc.

(“the Company”) as of December 31, 2025 and 2024, and the related statements of operations, shareholders’ equity, and cash flows from July 15, 2024 (inception) to December 31, 2024 and for the year ended December 31, 2025, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and 2024 and the results of its operations and its cash flows for the period from July 15, 2024 (inception) to December 31, 2024 and the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there were no critical audit matters.

2 unchanged sentences

Spokane, Washington

February 11, 2025

March 23, 2026

FINANCIAL STATEMENTS.

Aldel Financial II Inc.

Balance Sheet

December 31, 2024

Balance Sheets

Current assets

19 unchanged sentences

6,160,714 issued and outstanding

Accumulated earnings

Accumulated deficit

Total Stockholders’ Equity

2 unchanged sentences

Aldel Financial II Inc.

Statement of Operations

For the period from July 15, 2024 ( inception) to December 31, 2024

Statements of Operations

For the period

from July 15, 2024

(inception) to

Operating expenses:

4 unchanged sentences

Total other income

Weighted average redeemable ordinary shares outstanding - basic

Basic income per share, redeemable ordinary shares

Weighted average redeemable ordinary shares outstanding - diluted

Diluted income per share, redeemable ordinary shares

Weighted average non-redeemable ordinary shares outstanding basic and diluted

Basic and diluted loss per non-redeemable ordinary share

Weighted average redeemable common shares outstanding basic

Basic income per share, redeemable shares

Weighted average redeemable common shares outstanding diluted

Diluted income per share, redeemable shares

Weighted average non-redeemable common shares outstanding basic and diluted

Basic and diluted loss per non-redeemable share

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

Aldel Financial II Inc.

Statement of Changes in Stockholders’ Equity

For the period from July 15, 2024 (inception) to December 31, 2024

Statements of Shareholders’ Equity

For the year ended December 31, 2025, and for the period from July 15, 2024 (inception) to December 31, 2024

Stockholders’

16 unchanged sentences

Balance at December 31, 2024

Accretion of Class A ordinary shares subject to possible redemption

( 9,879,114 )

Balance at December 31, 2025

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

Aldel Financial II Inc.

Statement of Cash Flows

For the period from July 15, 2024 (inception) to December 31, 2024

Statements of Cash Flows

For the period

(inception) to

Cash flows from operating activities

7 unchanged sentences

( 9,879,114 )

( 233,166,502 )

Net cash used in investing activities

( 9,879,114 )

( 233,166,502 )

Cash flows from financing activities

16 unchanged sentences

NOTES TO THE FINANCIAL STATEMENTS

December 31, 2024

December 31, 2025 (Audited)

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

5 unchanged sentences

As of December 31, 2025, the Company had not yet commenced any operations.

All activity through December 31, 2024 relates to the Company’s formation and the initial public offering (“IPO”), which is described below.

All activity through December 31, 2025 relates to the Company’s formation and 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.

17 unchanged sentences

Following the closing of the IPO, an amount of $ 231,150,000 ($ 10.05 per Unit) from the net proceed of the sale of Units in the IPO and the sale of Private Placement Securities were placed in a trust account (“Trust Account”) and invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company

Act, as determined by the Company, until the earlier of:

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-

ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

(i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

13 unchanged sentences

The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $ 10.05 per share, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of

any liability for such third-party claims.

event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

63 unchanged sentences

Consequently, income taxes are not reflected in the Company’s financial statements.

Reconciliation of Net Loss per Common Share

Reconciliation of Net Earnings (Loss) per Common Share

The Company complies with the accounting and disclosure requirements of ASC 260, Earnings Per Share.

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 nonredeemable shares referred as Class B ordinary shares of.

Income and losses are shared pro rata between the redeemable and nonredeemable shares of common stock.

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

Income and losses are shared pro rata between the redeemable and non-redeemable shares of common stock.

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

Net loss for the period from July 15, 2024 (inception) to IPO was allocated fully to the non-redeemable shares of ordinary stock.

Net income from IPO till December 31, 2024, was allocated to redeemable and non-redeemable shares of common stock.

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

Net income for the year ended December 31, 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 common stock (in dollars, except per share amounts):

Net loss from July 15, 2024 (inception) to IPO date

Net income from IPO date to year end December 31, 2024

Total income from July 15, 2024 to year end December 31, 2024

For the period from Ju15, 2024 (inception) through December 31, 2024

Net income for the year ended December 31, 2025

For the year ended December 31, 2025

Non- Redeemable

8 unchanged sentences

Total income (loss) by class

( 1,365,539 )

Weighted average shares

Earnings (loss) per ordinary share - Basic

For the period from July 15, 2024 (inception) through December 31, 2024

For the year ended December 31, 2025

Non- Redeemable

8 unchanged sentences

Total income (loss) by class

( 1,130,159 )

Weighted average shares

11 unchanged sentences

The fair value of the marketable securities held in Trust Account is determined using the level 1 input.

Operating Segments

ASC Topic 280, “Segment Reporting”, establishes standards for companies to report, in their financial statements, information about operating segments, products, services, geographic areas, and major customers.

Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s CODM, or group, in deciding how to allocate resources and assess performance.

The Company’s CODM has been identified as the Chief Financial Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined that the Company only has one reporting segment.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss.

The measure of segment assets is reported on the balance sheet as total assets.

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in total assets, which include the following:

Cash held in Trust Account

Warrant Instruments

The Company accounts for the Public Warrants issued in connection with the IPO, the Private Unit Warrants and the $ 15 Private Warrants in accordance with the guidance contained in FASB ASC 815, “Derivatives and Hedging”.

Under ASC 815-40, the Public Warrants and the Private Unit Warrants and $ 15 Private Warrants meet the criteria for equity treatment and as such will be recorded in shareholders’ equity.

If the Public and Private Unit and $ 15 Private Warrant no longer meet the criteria for equity treatment, they will record as a liability and remeasured each period with changes recorded in the statement of operations.

Recently issued accounting standard

Management reviewed the updates to the improvement to reporting segment under ASU 2023-07 – Segment Reporting.

Company is a special purpose acquisition company and does not have any operation.

As such the management does not have metric established to measure performance.

Management view the updated will have no material effect on the Company’s financial statement.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

ASU 2023-07, which is applicable to entities with a single reportable segment, will primarily require enhanced disclosures about significant segment expenses and enhanced disclosures in interim periods.

The guidance in ASU 2023-07 will be applied retrospectively and is effective for annual reporting periods in fiscal years beginning after December 15, 2023 and interim reporting periods in fiscal years beginning after December 31, 2024, with early adoption permitted.

The Company adopted this guidance as of January 31, 2025.

The adoption resulted in disclosure changes only.

INITIAL PUBLIC OFFERING

14 unchanged sentences

The Initial Shareholders have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50 % of the Founder Shares, the earlier of (i) twelve months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s common stock equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30 -trading day period commencing after a Business Combination, with respect to the remaining 50 % of the Founder Shares, 12 months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Public Shares for cash, securities or other property.

Company pays $ 20,000 a month in administrative services to the Sponsor.

As of December 31, 2025.

There was 20,000 payable to the Sponsor.

Promissory Notes

1 unchanged sentence

On September 25, 2024, the Company issued an additional 410,714 Founder Shares to the Sponsor for an approximate aggregate purchase price of $ 1,666 .

The purchase price was satisfied against the promissory note between Company and Sponsor dated July 19, 2024.

The promissory note was full paid after the IPO.As of December 31, 2024, there was no balance outstanding under the promissory notes.

The purchase price was satisfied against the promissory note between Company

and Sponsor dated July 19, 2024.

The promissory note was full paid after the IPO.

As of December 31, 2025, there was no balance outstanding under the promissory notes.

Administrative Services Agreement

12 unchanged sentences

i) 1.75 % shall be paid to Underwriter in cash, ii) 1 % applicable to the cash remaining in the Trust at Business Combination and iii) 1 % shall be paid to Underwriter in cash, provided that, the Company will have the right, in its sole discretion, not to pay and reallocate any portion of the 1 % for the payment of expenses in connection with the Business Combination or for the working capital for the combined company following the Business Combination.

Additionally, the Underwriter has agreed to defer underwriting commissions equal to 3.75 % of the gross proceeds of the IPO upon completion of the Business Combination.

The deferred underwriting commission consists of a spread comprised of the following component, each payable upon consummation of the Company’s Business Combination:

STOCKHOLDERS’ EQUITY

1 unchanged sentence

There were 6,160,714 Class B or Founder Shares issued and outstanding as of December 31, 2025.

There were 707,500 shares of

Class A ordinary shares outstanding, excluding 23,000,000 shares subject to possible redemption.

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

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

3 unchanged sentences

The Public Warrants will expire on the fifth anniversary of the completion of the Business Combination, or earlier upon redemption or liquidation.

The Company may redeem the Public Warrants i) at a redemption price of $ 0.01 per warrant, ii) at any time after the Public Warrants become exercisable, iii) upon a minimum of 30 days ’ prior written notice of redemption, iv) if, and only if, the last sales price of Company’s common stock equals or exceeds $ 18.00 per share for any 20 trading days within a 30 trading day period commencing after the date the Public Warrants become exercisable and ending three business days before Company sends the notice of redemption, and v) if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such Public Warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

Company has 11,500,000 (including 1,500,000 pursuant to the full exercise of underwriters’ over-allotment option) Public Warrant outstanding at close of the IPO.

the notice of redemption, and v) if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such Public Warrants at the time of redemption and for the entire 30 -day trading period referred to above and continuing each day thereafter until the date of redemption.

Company had 11,500,000 (including 1,500,000 pursuant to the full exercise of underwriters’ over-allotment option) Public Warrant outstanding at close of the IPO.

The $15 Private Warrants entitles the holder to purchase one common share at an exercise price of $ 15.00 per each share, will be exercisable for a period of 10 years from the date of Business Combination, will be non-redeemable, and may be exercised on a cashless basis.

3 unchanged sentences

Additionally, Private Unit Warrants and the shares issuable upon the exercise of the Private Unit Warrants are not to be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.

Company has 353,750 (including 33,750 pursuant to the full exercise of underwriters’ over-allotment option) Private Unit Warrants underlying the Private Units outstanding at the close of IPO.

Company had 353,750 (including 33,750 pursuant to the full exercise of underwriters’ over-allotment option) Private Unit Warrants underlying the Private Units outstanding at the close of IPO.

The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation.

4 unchanged sentences

SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to February 11, 2025 the date that the financial statements were issued.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to date of filing.

Based upon the review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement.

5 unchanged sentences

Private Warrant Agreement, dated October 21, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on October 25, 2024)

Description of Registrant’s Securities

Investment Management Trust Agreement, October 21, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on October 25, 2024)

6 unchanged sentences

OTM Warrants Purchase Agreement between the Registrant and Aldel Investors II LLC (incorporated by reference to exhibit 10.8 to the Current Report on Form 8-K filed with the SEC on October 25, 2024)

Clawback Policy

Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Description of Exhibit

Certification of Principal Executive Officer Pursuant to 18 U.S.C.

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Description of Exhibit

Certification of Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Clawback Policy

XBRL Taxonomy Extension Calculation Linkbase Document

6 unchanged sentences

Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

February 11, 2025

March 24, 2026

Aldel Financial II Inc.

1 unchanged sentence

Chief Executive Officer (Principal Executive Officer)

February 11, 2025

March 24, 2026

Aldel Financial II Inc.

4 unchanged sentences

Chief Executive Officer and Chairman of the Board of Director

February 11, 2025

March 24, 2026

(Principal Executive Officer)

/s/ Stuart Kovensky

February 11, 2025

March 24, 2026

Stuart Kovensky

/s/ Jonathan Marshall

February 11, 2025

March 24, 2026

Jonathan Marshall

/s/ Meltem Demirors

February 11, 2025

March 24, 2026

Meltem Demirors

/s/ Peter Early

February 11, 2025

/s/ Charles E.

March 24, 2026

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-K

Item 9A. Controls and Procedures