Aldel Financial II Inc-A 2024年度报告

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesNo Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days. YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrantwas required to submit such files). YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filerSmaller reporting companyEmerging growth company Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404 (b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): YesNo The aggregate market value of the voting and non-voting common equity held by non-affiliates on June 30, 2024, based upon theclosing price of the ordinary shares on such date as reported on Nasdaq Global Market, was approximately $0. As of February 11, 2025 there were 29,868,214 shares of Common Stock, par value $0.0001, issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. ALDEL FINANICIAL II INC. Annual Report on Form 10-KTABLE OF CONTENTS Cautionary Note Regarding Forward-Looking Statements 1 PART I –2Item 1.Business2Item 1A. Risk Factors7Item 1B.Unresolved Staff Comments7Item 1C.Cybersecurity7Item 2.Properties8Item 3,Legal Proceedings8Item 4.Mine Safety Disclosures8PART II8Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities8Item 6.Selected Financial Data9Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations9Item 7A. Quantitative and Qualitative Disclosure about Market Risk15Item 8.Financial Statements and Supplementary Data16Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure16Item 9A. Controls and Procedures16Item 9B.Other Information16Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections16Part III17Item 10Directors, Executive Officers, and Corporate Governance17Item 11.Executive Compensation23Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters23Item 13.Certain Relationships and Related Transactions, and Director Independence24Item 14.Principal Accountant Fees and ServicesPART IV28Item 15.Exhibits and Financial Statement Schedules28SIGNATURES31 References in this report (the “Annual Report”) to “we,” “us” or the “Company” or “ALDF” refer to Aldel FinancialII Inc. References to our “management” or our “management team” refer to our officers and directors, andreferences to the “Sponsor” refer to Aldel Investors II LLC. Certain information contained in the discussion andanalysis set forth below includes forward-looking statements that involve risks and uncertainties Cautionary Note Regarding Forward-Looking Statements Certain statements in this annual report on Form 10-K (this “Form 10-K”) may constitute “forward-lookingstatements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limitedto, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategiesregarding the