United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

October 2327, ~~2024~~2025

Date of Report (Date of earliest event reported)

Aldel Financial II Inc.

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands

001-42377

98-1800702

(State or other jurisdiction of
incorporation)

(Commission File Number)

(I.R.S. Employer
Identification No.)

104 S. Walnut Street, Unit 1A

Itasca, IL

60143

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (847) 791 6817

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares	ALDF	The Nasdaq Stock Market LLC
Warrants	ALDF.W	The Nasdaq Stock Market LLC
Units	ALDF.U	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 15.0102. ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 23 27, ~~2024~~2025, Peter ~~Aldel~~Early ~~Financial~~announced IIhis ~~Inc.~~resignation (from the ~~“Company”)~~board ~~consummated~~of ~~its~~directors ~~initial public offering~~ (the “~~IPO~~Board”), ~~which consisted~~ of ~~23,000,000~~Aldel ~~units~~Financial II Inc. (the “~~Units~~Company”), effective as ~~including the exercise in full by the underwriter~~ of anOctober ~~option to purchase up to 3~~27,~~000,000~~ ~~Units~~2025. ~~at the offering price to cover over-allotments~~Mr. ~~The~~Early, ~~Units~~who ~~were~~served ~~sold~~as at a ~~price~~member of ~~$10.00 per Unit, generating gross proceeds to~~ the ~~Company~~Board ofsince ~~$230,000,000.~~October ~~Each Unit consists of one Class A ordinary share~~2024, ~~par~~indicated ~~value~~that ~~$0.0001~~his ~~per~~resignation ~~share~~was ~~(the “Class A~~not ~~Ordinary Shares”), of~~ the ~~Company,~~result ~~and one-half~~ of ~~one~~any ~~redeemable~~disagreement ~~warrant~~with ~~(each, a “Warrant”) of~~ the Company~~, with~~ ~~each~~regarding ~~whole~~its ~~Warrant~~operations, ~~entitling~~policies, ~~the~~practices ~~holder~~or ~~thereof to purchase one Class A Ordinary Share for $11~~otherwise.~~50 per share.~~

~~Simultaneously~~On ~~with~~October ~~the closing of the IPO~~27, ~~pursuant to the Private Placement Units Purchase Agreements~~2025, the ~~Company completed (i) the private placement of an aggregate~~Board ofappointed ~~707,500~~Charles ~~units~~E. ~~(the~~Nearburg ~~“Private Placement Units”)~~ to fill the ~~Sponsor~~vacancy ~~and~~on ~~BTIG, LLC,~~ the ~~representative~~Board ofcreated ~~the~~by ~~underwriters, at $10~~Mr.00 ~~per~~Early’s ~~Unit,~~resignation. ~~each~~The ~~Unit~~appointment ~~consisting~~ of ~~one~~Mr. ~~Class A Ordinary Share and one-half of one redeemable Warrant, each whole Warrant~~Nearburg ~~exercisable~~is toeffective ~~purchase~~as ~~one Class A Ordinary Share~~ of ~~the~~October ~~Company~~27, ~~and~~2025. ~~(ii) the private placement of an aggregate of 1,000,000 warrants (“OTM Warrants” and, together with the Private Placement Units, the “Private Placement Securities”) at a price of $0~~Mr.10 ~~per~~Nearburg ~~warrant,~~was ~~each~~appointed ~~exercisable~~ to ~~purchase~~serve ~~one~~as ~~share~~a of Class A ~~common~~I ~~stock~~director ~~at $15.00 per share,~~ for ana ~~aggregate purchase~~remaining ~~price~~term ofexpiring ~~$100,000.~~at Ofthe ~~those~~Company’s 2026 ~~707,500~~Annual ~~Private~~Meeting ~~Placement~~of ~~Units,~~Shareholders ~~the~~or ~~Sponsor~~until ~~purchased~~his ~~477,500~~successor ~~Private~~is ~~Placement~~duly ~~Units~~elected and ~~BTIG, LLC purchased 230,000 Private Placement Units~~qualified.

~~The~~Set ~~OTM~~forth ~~Warrants~~below ~~are~~is ~~identical~~biographical toinformation ~~the~~for Warrants sold in the IPO, except that the OTM Warrants will be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the Sponsor, or its permitted transfereesMr. The Private Placement Units are identical to the Units sold in the IPO, except that the Private Units are subject to transfer restrictions. The Sponsor and BTIG, LLC were granted certain demand and piggyback registration rights in connection with the purchase of the Private Placement Securities.Nearburg:

~~The~~Charles ~~Private~~E. ~~Placement~~Nearburg ~~Securities~~has ~~were~~been ~~issued~~a ~~pursuant~~director ~~to Section 4(a)(2)~~ of the ~~Securities~~Company ~~Act~~since October 27, 2025. Founding Nearburg Producing Company in 1979, Charles grew it into one of ~~1933~~the Top 100 Independent Producers in the U.S., asand ~~amended~~always operating in an environmentally conscious way, asreceived two Environmental Awards from the ~~transactions~~Bureau ~~did~~of Land ~~not~~Management. Between ~~involve~~2016-2017 Nearburg Producing Company sold the majority of its producing assets to two firms backed by Warburg Pincus and Carnelian Capital. Mr. Nearburg also owns STOL Aviation LLC, which is developing a ~~public~~world ~~offering~~class “back country” short take-off and landing airplane, and NRC Marketing, Inc. (“Nearburg Racing”) which prepares vintage Formula 1 cars for competition. Mr. Nearburg was also a minority owner and advisory board member of McLaren Racing LTD, a top Formula 1 and Indy Car Team.

AIn ~~total~~honor of ~~$231~~his son,~~150~~ Rett,~~000,~~ who lost an 11-year ~~comprised~~battle ofwith ~~the~~Ewing’s ~~proceeds~~at ~~from~~age ~~the~~21, ~~IPO~~Mr. Nearburg devotes substantial time and ~~the~~resources ~~sale~~in support of Ewing’s Sarcoma cancer research and was instrumental in founding the ~~Private~~Rett ~~Placement~~Nearburg ~~Securities~~International ~~(which~~Ewing’s ~~amount~~Sarcoma ~~includes~~Research $8Symposia,~~625,000~~ of ~~the~~which ~~underwriter’s~~six have now been ~~deferred~~held ~~discount~~(www.rett.org). In 2024, ~~was~~he ~~placed~~launched inthe aEwing ~~U.S.-based~~Sarcoma ~~trust~~Institute ~~account~~which ~~maintained~~is bydedicated ~~Continental~~to ~~Stock~~radically ~~Transfer &~~improving ~~Trust~~outcomes ~~Company,~~for ~~acting~~Ewing asSarcoma ~~trustee~~patients by uniting the global community to accelerate collaborative scientific discovery and development of breakthrough treatments (www.ewingsarcoma.org).

AnA ~~audited~~lifelong ~~balance~~car ~~sheet~~racer, his career includes driving a 333SP Ferrari at asLe ofMans, ~~October 23~~finishing 4th and 10th overall at the Sebring 12-Hours, ~~2024~~and ~~reflecting~~driving ~~receipt~~the oflate Walter Payton’s Indy Car in the ~~proceeds~~1997 ~~upon~~CART/FedEx Championship. In ~~consummation~~September of2010 at the ~~IPO~~Bonneville ~~and~~Salt Flats driving the ~~sale~~“Spirit of ~~the~~Rett” ~~Private~~streamliner, ~~Placement~~Mr. ~~Securities~~Nearburg ~~has~~set ~~been~~a ~~issued~~414 byMPH FIA record with a top speed of 422 MPH. This made the ~~Company~~“Spirit ~~and~~of isRett” ~~included~~the fastest single engine normally aspirated car in history, as ~~Exhibit 99~~well as the 3rd fastest internal combustion engine car in history.1 Mr. Nearburg is one of only six people in history to ~~this~~have ~~Current~~set ~~Report~~a onpiston ~~Form 8-K~~engine car record at over 400 MPH. The “Spirit of Rett” was built in the Nearburg Racing shop.

~~Item~~A 9graduate of Dartmouth College, Mr.01 ~~Financial~~Nearburg ~~Statements~~received AB, BE, and ME ~~Exhibits~~degrees at Dartmouth’s Thayer School of Engineering, where he has been on the Board of Advisors for 30 years. He is also a Trustee of University of Texas Southwestern Medical Foundation; the Petersen Automotive Museum in Los Angeles; the Art Center College of Design in Pasadena; and a Life Trustee of the St. Mark’s School of Texas in Dallas. He is a past Trustee of the Maryland Institute College of Art in Baltimore; The Hockaday School in Dallas; and the Hood Museum of Art at Dartmouth College.

In connection with his appointment, Mr. Nearburg is expected to enter into an IndemnityAgreement, a Letter Agreement and a Registration Rights Agreement with the Company on the same terms as the other directors and officers of the Company that executed similar agreements at the time of the consummation of the Company’s initial public offering. The IndemnityAgreement, Letter Agreement and Registration Rights Agreement will be in the forms of the agreement that are filed as exhibits to the Company’s Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission on February 11, 2025. Other than the foregoing, Mr. Nearburg is not party to any arrangement or understanding with any person pursuant to which he was appointed as an executive officer of the Company, nor is he party to any transactions required to be disclosed under Item 404(da) of ~~Exhibits~~Regulation S-K involving the Company. There are no family relationships between Mr. Nearburg and any of the Company’s directors and executive officers.

~~The following exhibits are being filed herewith:~~SIGNATURES

Exhibit No.		Description
99.1		Audited Balance Sheet as of October 23, 2024.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~SIGNATURES~~Dated: October 31, 2025

~~Pursuant~~ALDEL toFINANCIAL ~~the~~II ~~requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~INC.

~~Dated~~By: ~~October~~/s/ ~~29,~~Robert ~~2024~~I. Kauffman Name: Robert I. Kauffman Title: Chief Executive Officer

ALDEL FINANCIAL II INC.

By: /s/ Robert I. Kauffman Name: Robert I. Kauffman Title: Chief Executive Officer

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