What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-07-21 compared with 2026-05-08 · 37 added, 28 removed, 148 unchanged (31% of the section changed)

2 unchanged sentences

References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Aldel Investors II LLC.

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report.

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the Company’s 2025 annual financial statements filed on Form 10-K and financial statements and the notes thereto contained elsewhere in this Quarterly Report.

Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

14 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 and 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 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 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.

10 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:

5 unchanged sentences

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.

10 unchanged sentences

We have neither engaged in any operations nor generated any revenues to date.

Our activities through March 31, 2026 were organizational activities, including those necessary to prepare for the IPO and identifying a target company for a Business Combination.

Our activities through June 30, 2026 were organizational activities, including those necessary to prepare for the IPO and identifying a target company for a Business Combination.

We do not expect to generate any operating revenues until after the completion of our Business Combination.

1 unchanged sentence

We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing a Business Combination.

For the three months ended March 31, 2026, the Company reported net income of $1,906,945, which consists of $2,126,628, in investment income earned in Trust Account, offset by $219,683 of general and administrative expenses.

For the three months ended March 31, 2025, the Company reported net income of $2,251,490, which consists of $2,416,319, in investment income earned in Trust Account, offset by $164,829 of general and administrative expenses.

For the six months ended June 30, 2026, the Company reported net income of $4,016,832, which consists of $4,352,257, in investment income earned in Trust Account, offset by $335,425 of general and administrative expenses.

For the six months ended June 30, 2025, the Company reported net income of $4,641,489, which consists of $4,912,276, in investment income earned in Trust Account, offset by $270,787 of general and administrative expenses.

For the three months ended June 30, 2026, the Company reported net income of $2,109,887, which consists of $2,225,629, in investment income earned in Trust Account, offset by $115,742 of general and administrative expenses.

For the three months ended June 30, 2025, the Company reported net income of $2,389,999, which consists of $2,495,957, in investment income earned in Trust Account, offset by $105,958 of general and administrative expenses.

Liquidity and Capital Resources

As of March 31, 2026, the Company held a cash balance of $364,632.

As of June 30, 2026, the Company held a cash balance of $283,112.

Prior to the IPO, our liquidity needs were satisfied through the $25,000 proceeds received from the Sponsor for purchase of Founder Shares (as defined below), as well as $180,000 loan from Sponsor under a promissory note (“Promissory Notes”).

4 unchanged sentences

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, loan us funds as may be required (“Working Capital Loans”).

As of March 31, 2026, there were no Working Capital Loans under this arrangement.

As of June 30, 2026, there were no Working Capital Loans under this arrangement.

We do not believe we need to raise additional funds in order to meet the expenditures required for operating our business.

1 unchanged sentence

Off-Balance Sheet Arrangement

We have no obligations, assets, or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2026.

We have no obligations, assets, or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2026.

Contractual Obligations

7 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.

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.

Related Party Transactions

10 unchanged sentences

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

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

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

Administrative Services Agreement

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 of the Company serves as managers of the Sponsor at close of the IPO.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported.

contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported.

Actual results could materially differ from those estimates.

10 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 statements.

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 statements.

Making estimates requires management to exercise significant judgment.

2 unchanged sentences

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 share subject to mandatory redemption is classified as a liability instrument and is measured at fair value.

Conditionally redeemable ordinary share (including ordinary share 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, 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 June 30, 2026, ordinary share 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.

2 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.

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 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 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 share outstanding for the respective period.

Net income for the three-month period ended March 31, 2026 & 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.

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-months and three – month period ended June 30, 2026 & 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 shares outstanding for the potentially dilutive impact of outstanding warrants.

Fair value of financial instruments

6 unchanged sentences

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.

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

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

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.

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 stockholders’ 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.

4 unchanged sentences

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 2. Management’s Discussion and Analysis