Aldel Financial II Inc-A 2025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. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the SecuritiesExchange Act of 1934 during the preceding 12months (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 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuantto Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was requiredto submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule12b-2 of the Exchange Act. ☐Accelerated filer☒Smaller reporting company☒Emerging growth company 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 Section13(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 effectiveness ofits internal control over financial reporting under Section 404 (b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accountingfirm 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 the registrantincluded 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 Rule12b-2 of the Exchange Act): Yes☒No☐ The aggregate market value of the voting and non-voting common equity held by non-affiliates on June 30, 2025, based upon the closingprice of the ordinary shares on such date as reported on Nasdaq Global Market, was approximately $241,270,000. As of March 24, 2026 there were 23,707,500 Class A ordinary shares, par value $0.0001, and 6,160,714 Class B ordinary shares, parvalue $0.0001, issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE ALDEL FINANICIAL IIINC. Annual Report on Form10-KTABLE OF CONTENTS Cautionary NoteRegarding Forward-Looking Statements PARTI–2Item1.Business2Item1A.RiskFactors7Item1B.UnresolvedStaffComments7Item1C.Cybersecurity7Item2.Properties8Item3.Legal Proceedings8Item4.Mine Safety Disclosures8PARTII8Item5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities8Item6.Selected Financial Data9Item7.Management’s Discussion and Analysis of Financial Condition and Results of Operations9Item7A.Quantitative and Qualitative Disclosure about Market Risk15Item8.Financial Statements and Supplementary Data16Item9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure16Item9A.Controls and Procedures16Item9B.Other Information16Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections16PartIII17Item10Directors, Executive Officers, and Corporate Governance17Item11.Executive Compensation24Item12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters24Item13.Certain Relationships and Related Transactions, and Director Independence26Item14.Principal Accountant Fees and ServicesPARTIV30Item15.Exhibits and Financial Statement Schedules30SIGNATURES33 References in this report (the “Annual Report”) to “we,” “us” or the “Company” or “ALDF” refer to Aldel FinancialIIInc. References to our “management” or our “management team” refer to our officers and directors, and referencesto the “Sponsor” refer to Aldel Investors IILLC. Certain information contained in the discussion and analysis set forthbelow includes forward-looking statements that involve risks and uncertainties Cautionary NoteRegarding Forward-Looking Statements Certain statements in this annual report on Form10-K (this “Form 10-K”) may constitute “forward-lookingstatements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to,statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding thefuture. In addition, any sta