What changed in this filing

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Item 1. Financial Statements

2026-05-08 compared with 2025-10-27 · 53 added, 83 removed, 297 unchanged (31% of the section changed)

1 unchanged sentence

Aldel Financial II Inc.

Balance Sheet

September 30,

Balance Sheets

Current assets

19 unchanged sentences

6,160,714 issued and outstanding

Accumulated deficit

Retained earnings

Total Stockholders’ Equity

2 unchanged sentences

Aldel Financial II Inc.

Statement of Operations

For the three

For the period from

July 15, 2024

(inception) to

September 30, 2025

September 30, 2024

Statements of Operations

Three Months Ending

March 31, 2026

March 31, 2025

Operating expenses:

4 unchanged sentences

Total other income

Income before taxes

Weighted average redeemable common shares outstanding basic

6 unchanged sentences

Aldel Financial II Inc.

Statement of Changes in Stockholders’ Equity

For the nine months period ended September 30, 2025

Statements of Changes in Stockholders’ Equity

For the three months period ended March 31, 2026 and 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)

6 unchanged sentences

( 7,462,795 )

Balance at June 30, 2025

Balance at December 31, 2025 (audited)

Accretion of Class A ordinary shares subject to possible redemption

1 unchanged sentence

( 2,126,628 )

Balance at September 30, 2025

Balance at March 31, 2026

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

Aldel Financial II Inc.

Statement of Cash Flows

For the nine months

For the period

July 15 (inception) to

September 30, 2025

September 30, 2024

Statements of Cash Flows

March 31, 2026

March 31, 2025

Cash flows from operating activities

1 unchanged sentence

Changes in operating assets and liabilities:

Deferred offering cost

Deferred offering cost payable

Accounts payable

Prepaid expenses

Net cash used in operating activities

Net cash provided by operating activities

Cash flows from investing activities

1 unchanged sentence

( 2,126,628 )

( 2,416,319 )

Net cash used in investing activities

( 2,126,628 )

( 2,416,319 )

Cash flows from financing activities

Promissory note

Founder share issuance

Net cash provided by Financing activities

Net increase in cash

Net decrease in cash

Cash at beginning of period

1 unchanged sentence

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

September 30, 2025 (UNAUDITED)

March 31, 2026 (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 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.

As of March 31, 2026, the Company had not yet commenced any operations.

All activity through March 31, 2026 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 September 30,2025, the redemption value of the trust account was approximately $ 10.46 per share.

As of March 31, 2026, the redemption value of the trust account was approximately $ 10.66 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 September 30, 2025.

The Company did not have any cash equivalents as of March 31, 2026.

Concentration of Credit Risk

2 unchanged sentences

Marketable securities held in Trust Account

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

At March 31, 2026, substantially all of the assets held in the Trust Account were invested in a in short term U.S.

Treasury obligations.

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.

During the three-month ended March 31 2026, 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 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.

Accordingly, at March 31, 2026, 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.

Such changes are reflected in additional paid-in-capital and retained or accumulated deficit if additional paid in capital account equals zero.

Deferred offering costs

Deferred offering costs consist of legal, underwriter expenses and auditor cost incurred through the balance sheet date that are directly related to the IPO and that are charged to shareholders equity upon the completion of the IPO.

Offering cost amounting to 4,613,768 (including $ 4,025,000 of underwriting fee) were charged to shareholders’ equity upon the completion of the IPO.

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes.

4 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 September 30, 2025 and no amounts accrued for interest and penalties.

There were no unrecognized tax benefits as of March 31, 2026 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 non-redeemable shares referred to as Class B ordinary shares.

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

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

Net income for the three-month period ended March 31, 2026 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 September 30, 2025

For the nine months period ended September 30, 2025

Net income from January 1, 2026, to March 31, 2026

For the three months period ended March 31, 2026

Non- Redeemable

5 unchanged sentences

( 2,126,628 )

( 7,482,906 )

Accretion applicable to the redeemable class

2 unchanged sentences

Earnings (loss) per ordinary share - Basic

For the nine months period ended September 30, 2025

For the three months period ended March 31, 2026

Non- Redeemable

5 unchanged sentences

( 2,126,628 )

( 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 September 30, 2025.

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

For the three months period ended September 30, 2025

Net income from January 1, 2025, to March 31, 2025

For the three months period ended March 31, 2025

Non- Redeemable

9 unchanged sentences

Earnings (loss) per ordinary share - Basic

For the three months period ended September 30, 2025

For the three months period ended March 31, 2025

Non- Redeemable

21 unchanged sentences

Operating Segments

The Company operates as one operating segment.

Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the chief operating decision maker (“CODM”), which is the Company’s Chief Executive Officer and Chief Financial Officer in deciding how to allocate resources and assess performance.

The Company’s CODM evaluates the Company’s financial information and resources and assesses the performance of these resources.

The Company is not organized by market and is managed and operated as one business.

A single management team that reports to the CODM comprehensively manages the entire business.

Accordingly, the Company does not accumulate discrete financial information with respect to separate divisions and does not have separate operating or reportable segments.

Since the Company operates in one operating segment, all required financial segment information can be found in the financial statements.

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:

March 31, 2026

March 31, 2025

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 re-measured each period with changes recorded in the statement of operations.

Recently issued accounting standard

26 unchanged sentences

The promissory note was full paid after the IPO.

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

As of March 31, 2026, 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 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.

There were 6,160,714 Class B or Founder Shares issued and outstanding as of March 31, 2026.

There were 707,500 shares of Class A ordinary shares outstanding as of March 31, 2026, 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 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.

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

There were no subsequent events to report.

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