Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Aldel Investors II LLC

(Last)

(First)

(Middle)

C/O ALDEL FINANCIAL II INC.,

104 S. WALNUT STREET, UNIT 1A

(Street)

ITASCA

60143

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Aldel Financial II Inc. [ ALDF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/23/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Ordinary Shares, par value $0.0001⁽¹⁾	10/23/2024		P		477,500	A	⁽²⁾	477,500	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant⁽¹⁾	$11.5	10/23/2024		P		238,750		⁽³⁾	⁽⁴⁾	Class A Ordinary Shares, par value $0.0001	238,750	⁽²⁾	238,750	D
OTM Warrants⁽⁵⁾	$15	10/23/2024		P		1,000,000		⁽³⁾	⁽⁶⁾	Class A Ordinary Shares, par value $0.0001	1,000,000	⁽⁷⁾	1,000,000	D

Explanation of Responses:

1. Simultaneously with the consummation of the Company's initial public offering, Aldel Investors II LLC (the "Sponsor") acquired, at a price of $10.00 per unit, 477,500 units (the "Private Units") in a private placement for an aggregate purchase price of $4,775,000. Each Private Unit consists of one Class A ordinary share, par value $0.0001, and one-half of one warrant.

2. The Private Units were purchased for $10.00 per unit.

3. The OTM Warrants and warrants included in the Private Units will become exercisable at any time commencing 30 days after the completion of the Company's initial business combination.

4. The Warrants will expire five years after the completion of the Company's initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

5. Consists of 1,000,000 OTM Warrants purchased pursuant to the OTM Warrants Purchase Agreement, dated October 21, 2024, by and among Aldel Financial II Inc., Aldel Investors II LLC and the Sponsor. Each OTM Warrant is exercisable for one Class ordinary share at an exercise price of $15.00 per share.

6. The OTM Warrants will expire ten years after the completion of the Company's initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

7. The OTM Warrants were purchased for $0.10 per warrant.

Remarks:

1. Robert I. Kauffman is the manager of Aldel Investors II LLC. Mr. Kauffman has voting and investment discretion with respect to the securities held of record by Aldel Investors II LLC and disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. 2. Mr. Kauffman serves on the Board of Directors of the Issuer (the "Board"). The Reporting Person may be deemed to be a director-by-deputization as a result of the service of Mr. Kauffman on the Board.

	/s/ Robert I. Kauffman By Robert I. Kauffman, its Manager	10/25/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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