What changed in this filing

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Item 1. Financial Statements

2026-07-21 compared with 2026-05-08 · 125 added, 54 removed, 296 unchanged (38% of the section changed)

2 unchanged sentences

Balance Sheets

June 30, 2026

December 31, 2025

Current assets

5 unchanged sentences

Accounts payable

Total current liabilities

TOTAL LIABILITIES

12 unchanged sentences

6,160,714 issued and outstanding

Retained earnings

Retained earning

Total Stockholders’ Equity

3 unchanged sentences

Statements of Operations

Three Months Ending

March 31, 2026

March 31, 2025

For the three

June 30, 2026

June 30, 2025

Operating expenses:

13 unchanged sentences

Statements of Changes in Stockholders’ Equity

For the three months period ended March 31, 2026 and 2025

For the six months period ended June 30, 2026 and 2025

Stockholders’

3 unchanged sentences

( 4,912,276 )

Balance at March 31, 2025

Balance at June 30, 2025

Accretion of Class A ordinary shares subject to possible redemption

6 unchanged sentences

Balance at March 31, 2026

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

Accretion of Class A ordinary shares subject to possible redemption

( 2,225,629 )

Balance at June 30, 2026

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

Aldel Financial II Inc.

Statements of Cash Flows

March 31, 2026

March 31, 2025

For the six months

June 30, 2026

June 30, 2025

Cash flows from operating activities

17 unchanged sentences

Supplemental disclosure for non-cash financing activities:

Interest and taxes paid

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

1 unchanged sentence

NOTES TO THE FINANCIAL STATEMENTS

March 31, 2026 (UNAUDITED)

June 30, 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 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.

As of June 30, 2026, the Company had not yet commenced any operations.

All activity through June 30, 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.

3 unchanged sentences

On October 23, 2024, the Company consummated its IPO of 23,000,000 units (the “Units”) at $ 10.00 per unit including the 3,000,000 Units that were issued pursuant to the underwriters’ full exercise of their over-allotment option.

Each Unit consist of one share of Class A ordinary share of the Company, par value $ 0.0001 per share (the “Public Share”) and one -half of one redeemable warrant ( “Public Warrant”), each whole Public Warrant entitling the holder thereof to purchase one share of Class A ordinary share for $ 11.50 per share.

Each Unit consists of one share of Class A ordinary share of the Company, par value $ 0.0001 per share (the “Public Share”) and one -half of one redeemable warrant (“Public Warrant”), each whole Public Warrant entitling the holder thereof to purchase one share of Class A ordinary share for $ 11.50 per share.

The Units were sold at a price of $ 10.00 per Unit, generating gross proceeds to the Company of $ 230,000,000 .

3 unchanged sentences

Each whole Private Unit Warrant entitles the holder to purchase one share of ordinary share at an exercise price of $ 11.50 per share.

Each $15 Private Warrant entitles the holder to purchase one share of ordinary 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, is non-redeemable, and may be exercised on a cashless basis.

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

Additionally, $15 Private Warrants and the shares issuable upon the exercise of the $15 Private Warrants are not to be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.

4 unchanged sentences

There is no assurance that the Company will be able to successfully effect a Business Combination.

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.

Following the closing of the IPO, an amount of $ 231,150,000 ($ 10.05 per Unit) from the net proceeds 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:

3 unchanged sentences

If the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s amended and restated articles of incorporation will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent.

The holders of Public Shares is entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).

The holders of Public Shares are entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).

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

As of March 31, 2026, the redemption value of the trust account was approximately $ 10.66 per share.

As of June 30, 2026, the redemption value of the trust account was approximately $ 10.76 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.

2 unchanged sentences

However, the Initial Shareholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the IPO if the Company fails to complete its Business Combination.

The Company have 24 months from the closing of the IPO to complete a Business Combination.

The Company has 24 months from the closing of the IPO to complete a Business Combination.

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100 % of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law.

5 unchanged sentences

Basis of presentation

The accompanying financial statements are presented in U.S.

Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

The accompanying unaudited condensed financial statements have been prepared in accordance with U.S.

generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Regulation S-X.

In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows for the periods presented.

Emerging growth company

20 unchanged sentences

Use of estimates

The preparation of financial statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement.

Making estimates requires management to exercise significant judgment.

3 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 March 31, 2026.

The Company did not have any cash equivalents as of June 30, 2026.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Company coverage of $250,000.

The Company has not experienced losses on these accounts.

Marketable securities held in Trust Account

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

At June 30, 2026, substantially all of the assets held in the Trust Account were invested in a short term U.S.

Treasury obligations.

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

The Company accounts for its ordinary share subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” ordinary share subject to mandatory redemption is classified as a liability instrument and is measured at fair value.

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” ordinary shares subject to mandatory redemption are classified as a liability instrument and is measured at fair value.

Conditionally redeemable ordinary share (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity.

1 unchanged sentence

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 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.

Accordingly, at June 30, 2026, ordinary shares subject to possible redemption are 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.

1 unchanged sentence

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.

Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

Deferred income tax assets and liabilities are computed

for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

2 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 March 31, 2026 and no amounts accrued for interest and penalties.

There were no unrecognized tax benefits as of June 30, 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.

6 unchanged sentences

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 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 three-month period ended March 31, 2026 was allocated to redeemable and non-redeemable shares of ordinary share.

The Company utilize two class methodology in calculation of earnings 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 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 shares outstanding for the respective period.

Net income for the six-month and three-month period ended June 30, 2026 was allocated to redeemable and non-redeemable shares of ordinary shares.

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, 2026, to March 31, 2026

For the three months period ended March 31, 2026

Net income for six months ended June 30, 2026

For the six months period ended June 30, 2026

Non- Redeemable

5 unchanged sentences

( 1,001,019 )

( 4,352,257 )

Accretion applicable to the redeemable class

2 unchanged sentences

Earnings (loss) per ordinary share - Basic

For the three months period ended March 31, 2026

For the six months period ended June 30, 2026

Non- Redeemable

9 unchanged sentences

Earnings (loss) per ordinary share - Diluted

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

For the three months period ended March 31, 2025

The following table reflects the calculation of basic and diluted net income (loss) per share of ordinary share (in dollars, except per share amounts) for the three months ended June 30, 2026;

Net income from April 1, 2026, to June 30, 2026

For the three months period ended June 30, 2026

Non- Redeemable

9 unchanged sentences

Earnings (loss) per ordinary share - Basic

For the three months period ended March 31, 2025

For the three months period ended June 30, 2026

Non- Redeemable

9 unchanged sentences

Earnings (loss) per ordinary share - Diluted

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

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

For the six months period ended June 30, 2025

Non- Redeemable

Total number of ordinary shares – Basic

Ownership percentage

Total income allocated by class

Accretion allocated based on ownership percentage

( 3,782,452 )

( 1,129,823 )

( 4,912,276 )

Accretion applicable to the redeemable class

Total income (loss) by class

Weighted average shares

Earnings (loss) per ordinary share - Basic

For the six months period ended June 30, 2025

Non- Redeemable

Total number of ordinary shares – Diluted

Ownership percentage

Total income allocated by class

Accretion allocated based on ownership percentage

( 3,978,943 )

( 4,912,276 )

Accretion applicable to the redeemable class

Total income (loss) by class

Weighted average shares

Earnings (loss) per ordinary share - Diluted

The following table reflects the calculation of basic and diluted net income (loss) per share of ordinary share (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

Non- Redeemable

Total number of ordinary shares – Basic

Ownership percentage

Total income allocated by class

Accretion allocated based on ownership percentage

( 1,921,887 )

( 2,495,957 )

Accretion applicable to the redeemable class

Total income (loss) by class

Weighted average shares

Earnings (loss) per ordinary share - Basic

For the three months period ended June 30, 2025

Non- Redeemable

Total number of ordinary shares – Diluted

Ownership percentage

Total income allocated by class

Accretion allocated based on ownership percentage

( 2,021,725 )

( 2,495,957 )

Accretion applicable to the redeemable class

Total income (loss) by class

Weighted average shares

Earnings (loss) per ordinary share - Diluted

Fair value of financial instruments

17 unchanged sentences

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

June 30, 2026

December 31, 2025

Marketable securities held in Trust Account

Warrant Instruments

15 unchanged sentences

Simultaneously with the closing of the IPO, the Company consummated Private Placements in which (i) Sponsor and Underwriter purchased 477,500 and 230,000 Private Units respectively, at a price of $ 10.00 per Private Unit, generating total proceeds of $ 7,075,000 , and (ii) the Sponsor purchased an aggregate of 1,000,000 $ 15 Private Warrants at a price of $ 0.10 per warrant, each exercisable to purchase one share of Class A ordinary share at $ 15.00 per share, for an aggregate purchase price of $ 100,000 .

Following the closing of the IPO on October 23, 2024, 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 the Trust Account and invested in U.S.

Following the closing of the IPO on October 23, 2024, an amount of $ 231,150,000 ($ 10.05 per Unit) from the net proceeds of the sale of Units in the IPO and the sale of Private Placement Securities were placed in the Trust Account and invested in U.S.

government Securities.

1 unchanged sentence

Founder Shares

On July 19, 2024, the Company issued an aggregate of 5,750,000 shares of ordinary share (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $ 25,000 in cash.

On July 19, 2024, the Company issued an aggregate of 5,750,000 shares of ordinary shares (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $ 25,000 in cash.

On August 13,2024 the Sponsor transferred an aggregate of 690,000 Founder Shares to members of the Company’s management and board of directors, resulting in the Sponsor holding 5,060,000 Founder Shares.

7 unchanged sentences

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 March 31, 2026, there was no balance outstanding under the promissory notes.

The promissory note was fully paid after the IPO.

As of June 30, 2026, there was no balance outstanding under the promissory note.

Administrative Services Agreement

The Company entered into an administrative services agreement (the “Administrative Services Agreement”) with the Sponsor whereby the Sponsor performs certain services for the Company for a monthly fee of $ 20,000 .

For the six months ended June 30, 2026 and 2025 Company incurred $ 120,000 in administrative services fee.

For the three months ended June 30,2026 and 2025 Company incurred $ 60,000 in administrative services fee.

Chief Executive officer and a director of the Company serves as the managers of the Sponsor at close of IPO.

12 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 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.

There were 6,160,714 Class B or Founder Shares issued and outstanding as of June 30, 2026.

There were 707,500 shares of Class A ordinary shares outstanding as of June 30, 2026, excluding 23,000,000 shares subject to possible redemption.

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

4 unchanged sentences

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 ordinary share 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 ordinary share 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.

As of June 30, 2026 Company has 11,500,000 (including 1,500,000 pursuant to the full exercise of underwriters’ over-allotment option) Public Warrant outstanding.

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.

Company have 1,000,000 $15 Private Warrant outstanding at the close of IPO.

Additionally, $15 Private Warrants and the shares issuable upon the exercise of the $15 Private Warrants are not to be transferable,

assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.

As of June 30, 2026 and December 31, 2025, Company have 1,000,000 $15 Private Warrant outstanding.

The Private Unit Warrants have terms similar to the Public Warrants underlying the Units sold in the IPO, except that the Private Unit Warrants are non-redeemable and may be exercised on a cashless basis.

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.

As of June 30, 2026 and December 31, 2025 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.

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 the date that the financial statements were issued.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to July 21, 2026.

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