What changed in this filing

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Item 1. Financial Statements

2025-07-30 compared with 2025-05-02 · 75 added, 29 removed, 269 unchanged (28% of the section changed)

1 unchanged sentence

Aldel Financial II Inc.

Balance Sheet

Balance Sheets

Current assets

19 unchanged sentences

6,160,714 issued and outstanding

Retained earnings

Accumulated deficit

Total Stockholders’ Equity

2 unchanged sentences

Aldel Financial II Inc.

Statement of Operations

For the three months period ended March 31, 2025

Statements of Operations

For the six months

For the three months

June 30, 2025

Operating expenses:

13 unchanged sentences

Statement of Changes in Stockholders’ Equity

For the three months period ended March 31, 2025

For the six months period ended June 30, 2025

Stockholders’

Balance at December 31, 2024

Balance at December 31, 2024 (audited)

Accretion of Class A ordinary shares subject to possible redemption

2 unchanged sentences

Balance at March 31, 2025

Accretion of Class A ordinary shares subject to possible redemption

( 2,495,957 )

Balance at June 30, 2025

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

Aldel Financial II Inc.

Statement of Cash Flows

For the three months period ended March 31, 2025

Statements of Cash Flows

For the six months

June 30, 2025

Cash flows from operating activities

18 unchanged sentences

NOTES TO THE FINANCIAL STATEMENTS

March 31, 2025 (UNAUDITED)

June 30, 2025 (UNAUDITED)

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

4 unchanged sentences

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

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

All activity through March 31, 2025 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, 2025, the Company had not yet commenced any operations.

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

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 March 31,2025, the redemption value of the trust account was approximately $ 10.24 per share.

As of June 30,2025, the redemption value of the trust account was approximately $ 10.35 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 March 31, 2025.

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

Concentration of Credit Risk

2 unchanged sentences

Marketable securities held in Trust Account

At March 31, 2025, substantially all of the assets held in the Trust Account were invested in a in short term U.S.

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

Treasury obligations.

During the three-month ended March 31 2025, the Company did not withdraw any interest income from the Trust Account to pay for its taxes.

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

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

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

9 unchanged sentences

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

There were no unrecognized tax benefits as of March 31, 2025 and no amounts accrued for interest and penalties.

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

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

10 unchanged sentences

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, 2025 was allocated to redeemable and non-redeemable shares of ordinary share.

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

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

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

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

For the three months period ended March 31, 2025

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

For the six months period ended June 30, 2025

Non- Redeemable

5 unchanged sentences

( 1,129,823 )

( 4,912,276 )

Accretion applicable to the redeemable class

2 unchanged sentences

Earnings (loss) per ordinary share - Basic

For the three months period ended March 31, 2025

For the six months period ended June 30, 2025

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 common stock (in dollars, except per share amounts) for the three months ended June 30, 2025

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

For the three months period ended June 30, 2025

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

9 unchanged sentences

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

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

Recently issued accounting standard

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

The 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.

The 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

19 unchanged sentences

The promissory note was full paid after the IPO.

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

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

Administrative Services Agreement

14 unchanged sentences

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

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

There were 707,500 shares of Class A ordinary shares outstanding as of March 31, 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 June 30, 2025.

There were 707,500 shares of Class A ordinary

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

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 May 2 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 July 30 2025, 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