Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-42377 ALDEL FINANCIAL II INC. (Exact name of registrant as specified in its charter) Cayman Islands 98-1800702 ( ...

PART I – FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents Aldel Financial II Inc.'s unaudited financial statements for June 30, 2025, including Balance Sheets, Statements of Operations, Stockholders' Equity, and Cash Flows, with detailed notes [Balance Sheets](index=4&type=section&id=Balance%20Sheets) The balance sheets present the company's financial position as of June 30, 2025, and December 31, 2024, detailing assets, liabilities, and equity | ASSETS | | | :--- | :--- | | **Current assets** | | | Cash | $809,438 | | Prepaid expense | $224,895 | | Total current assets | $1,034,333 | | Investment held in trust account | $238,078,777 | | **TOTAL ASSETS** | **$239,113,110** | | **LIABILITIES AND STOCKHOLDERS' EQUITY** | | | **Current liabilities** | | | Accounts payable | $57 | | **TOTAL LIABILITIES** | **$57** | | **STOCKHOLDERS' EQUITY** | | | Total Stockholders' Equity | $1,034,276 | | **TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY** | **$239,113,110** | - Total assets increased from **$234,493,592** at December 31, 2024, to **$239,113,110** at June 30, 2025, primarily due to an increase in investment held in the trust account[8](index=8&type=chunk) - Current liabilities, specifically accounts payable, significantly decreased from **$22,027** at December 31, 2024, to **$57** at June 30, 2025[8](index=8&type=chunk) [Statements of Operations](index=5&type=section&id=Statements%20of%20Operations) The statements of operations detail the company's financial performance, showing net income primarily from trust account investment income, offset by expenses | Metric | For the six months period ended June 30, 2025 | For the three months period ended June 30, 2025 | | :--- | :--- | :--- | | General and administrative expenses | $270,787 | $105,958 | | Loss from operations | $(270,787) | $(105,958) | | Investment income on trust account | $4,912,276 | $2,495,957 | | Total other income | $4,912,276 | $2,495,957 | | Net income | $4,641,489 | $2,389,999 | | Basic income per share, redeemable shares | $0.20 | $0.10 | | Diluted income per share, redeemable shares | $0.14 | $0.070 | | Basic and diluted loss per non-redeemable share | $(0.009) | $(0.004) | - Net income for the six months ended June 30, 2025, was **$4,641,489**, primarily from investment income on the trust account[11](index=11&type=chunk) - Basic income per redeemable share was **$0.20** for the six-month period and **$0.10** for the three-month period ended June 30, 2025[11](index=11&type=chunk) [Statement of Changes in Stockholders' Equity](index=6&type=section&id=Statement%20of%20Changes%20in%20Stockholders'%20Equity) This statement outlines changes in stockholders' equity for the six months ended June 30, 2025, reflecting accretion of Class A ordinary shares and net income | Metric | Balance at December 31, 2024 (audited) | Balance at June 30, 2025 | | :--- | :--- | :--- | | Total Stockholders' Equity | $1,305,063 | $1,034,276 | | Accumulated Deficit | $1,304,376 | $1,033,589 | | Net Income (for the period) | N/A | $4,641,489 | | Accretion of Class A ordinary shares subject to possible redemption | N/A | $(4,912,276) | - Total Stockholders' Equity decreased from **$1,305,063** at December 31, 2024, to **$1,034,276** at June 30, 2025[14](index=14&type=chunk) - The decrease is primarily due to the accretion of Class A ordinary shares subject to possible redemption, partially offset by net income[14](index=14&type=chunk) [Statements of Cash Flows](index=7&type=section&id=Statements%20of%20Cash%20Flows) The statements of cash flows summarize cash inflows and outflows from operating, investing, and financing activities for the six months ended June 30, 2025 | Cash Flow Activity | For the six months period ended June 30, 2025 | | :--- | :--- | | Net income | $4,641,489 | | Net cash used in operating activities | $4,717,629 | | Net cash used in investing activities | $(4,912,276) | | Net cash provided by Financing activities | $0 | | Net increase in cash | $(194,647) | | Cash at beginning of period | $1,004,085 | | Cash at end of period | $809,438 | - The company experienced a net decrease in cash of **$194,647** for the six months ended June 30, 2025, resulting in a cash balance of **$809,438**[17](index=17&type=chunk) - Investing activities, primarily investment in the trust account, were the main use of cash, totaling **$(4,912,276)**[17](index=17&type=chunk) [NOTES TO THE FINANCIAL STATEMENTS](index=8&type=section&id=NOTES%20TO%20THE%20FINANCIAL%20STATEMENTS) These notes provide detailed explanations and disclosures for the financial statements, covering business operations, accounting policies, IPO, private placement, related party transactions, and equity structure [NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS](index=8&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) Aldel Financial II Inc. is a blank check company formed on July 15, 2024, for a business combination, primarily in financial services, completing its IPO on October 23, 2024, and placing $231,150,000 into a trust account - Aldel Financial II Inc. was incorporated on July 15, 2024, as a blank check company to pursue a business combination, with an intent to focus on the financial services industry[20](index=20&type=chunk)[85](index=85&type=chunk) - The company consummated its IPO on October 23, 2024, issuing **23,000,000 units** at **$10.00 per unit**, generating gross proceeds of **$230,000,000**[22](index=22&type=chunk)[87](index=87&type=chunk) - As of June 30, 2025, the company had not commenced any operations, with all activities related to its formation, IPO, and target search for a Business Combination; non-operating income is generated from interest on IPO proceeds held in the Trust Account[21](index=21&type=chunk)[86](index=86&type=chunk) - Following the IPO, **$231,150,000** (**$10.05 per Unit**) from the IPO and private placement proceeds were placed in a Trust Account, invested in U.S. government securities[27](index=27&type=chunk)[92](index=92&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=12&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note details the company's significant accounting policies, including GAAP basis, emerging growth company status, use of estimates, trust account treatment, common stock redemption, deferred offering costs, income taxes, earnings per share, fair value measurements, operating segments, and recently issued accounting standards - The financial statements are presented in U.S. Dollars in conformity with GAAP and SEC rules[36](index=36&type=chunk)[117](index=117&type=chunk) - The Company is an 'emerging growth company' and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[37](index=37&type=chunk)[38](index=38&type=chunk)[118](index=118&type=chunk) - Ordinary shares subject to possible redemption are classified as temporary equity at redemption value, with changes recognized immediately[46](index=46&type=chunk)[47](index=47&type=chunk)[122](index=122&type=chunk) - The company operates as one operating segment, with financial information regularly evaluated by the CEO and CFO[60](index=60&type=chunk) - No income taxes are levied on the Company by the Government of the Cayman Islands, thus not reflected in financial statements[51](index=51&type=chunk)[128](index=128&type=chunk) [NOTE 3. INITIAL PUBLIC OFFERING](index=19&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) The company's IPO was declared effective on October 21, 2024, and consummated on October 23, 2024, raising $230,000,000 from the sale of 23,000,000 units at $10.

PART I – FINANCIAL INFORMATION [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Q1 2025 financial statements reflect the company's SPAC status, with **$236.7 million** assets and **$2.25 million** net income [Balance Sheet](index=4&type=section&id=Balance%20Sheet) As of March 31, 2025, total assets reached **$236.7 million**, primarily from **$235.6 million** in trust investments Balance Sheet Summary (as of March 31, 2025) | Metric | March 31, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | **Assets** | | | | Cash | $879,298 | $1,004,085 | | Investment held in trust account | $235,582,820 | $233,166,502 | | **Total Assets** | **$236,735,860** | **$234,493,592** | | **Liabilities & Equity** | | | | Total Liabilities | $12,806 | $22,027 | | Class A ordinary shares subject to possible redemption | $235,582,820 | $233,166,502 | | Total Stockholders' Equity | $1,140,234 | $1,305,063 | | **Total Liabilities and Stockholders' Equity** | **$236,735,860** | **$234,493,592** | [Statement of Operations](index=5&type=section&id=Statement%20of%20Operations) For Q1 2025, the company reported **$2.25 million** net income, entirely from **$2.42 million** investment income Statement of Operations (For the three months ended March 31, 2025) | Metric | Amount | | :--- | :--- | | General and administrative expenses | $164,829 | | Loss from operations | ($164,829) | | Investment income on trust account | $2,416,319 | | **Net income** | **$2,251,490** | | Basic income per share, redeemable shares | $0.10 | [Statement of Changes in Stockholders' Equity](index=6&type=section&id=Statement%20of%20Changes%20in%20Stockholders%27%20Equity) For Q1 2025, stockholders' equity decreased to **$1.14 million** due to redeemable share accretion, offset by net income Changes in Stockholders' Equity (For the three months ended March 31, 2025) | Description | Amount | | :--- | :--- | | Balance at December 31, 2024 | $1,305,063 | | Accretion of Class A ordinary shares subject to possible redemption | ($2,416,319) | | Net Income | $2,251,490 | | **Balance at March 31, 2025** | **$1,140,234** | [Statement of Cash Flows](index=7&type=section&id=Statement%20of%20Cash%20Flows) For Q1 2025, cash decreased by **$124,787**, with **$2.42 million** used in investing offset by operating activities Cash Flow Summary (For the three months ended March 31, 2025) | Metric | Amount | | :--- | :--- | | Net cash used in operating activities | $2,291,532 | | Net cash used in investing activities | ($2,416,319) | | Net cash provided by financing activities | $0 | | **Net decrease in cash** | **($124,787)** | | Cash at beginning of period | $1,004,085 | | **Cash at end of period** | **$879,298** | [Notes to the Financial Statements](index=8&type=section&id=Notes%20to%20the%20Financial%20Statements) Notes detail the company's blank check status, **October 2024 IPO** raising **$230 million**, and **24-month** business combination deadline - The Company is a blank check company formed for the purpose of a Business Combination, intending to focus on the financial services industry[20](index=20&type=chunk) - The company consummated its IPO of **23,000,000** units at **$10.00** per unit on October 23, 2024, generating gross proceeds of **$230,000,000**[22](index=22&type=chunk) - The company has **24 months** from the closing of the IPO to complete a Business Combination, otherwise it will be required to liquidate and return funds from the Trust Account to public shareholders[33](index=33&type=chunk) - As an emerging growth company, the Company has elected to use the extended transition period for complying with new or revised financial accounting standards[38](index=38&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's blank check status, **$2.25 million** net income from trust investments, and sufficient liquidity - The Company is a blank check company with no operations, and all activity through March 31, 2025, relates to its formation, IPO, and search for a Business Combination target[84](index=84&type=chunk) - The company has **24 months** from the IPO closing date to complete a Business Combination[97](index=97&type=chunk) - The company does not believe it needs to raise additional funds to meet the expenditures required for operating its business prior to an initial Business Combination[105](index=105&type=chunk) [Results of Operations](index=27&type=section&id=Results%20of%20Operations) For Q1 2025, the company reported **$2,251,489** net income, solely from **$2,416,318** investment income Q1 2025 Results of Operations | Metric | Amount | | :--- | :--- | | Investment Income (Trust Account) | $2,416,318 | | General and Administrative Expenses | ($164,829) | | **Net Income** | **$2,251,489** | [Liquidity and Capital Resources](index=27&type=section&id=Liquidity%20and%20Capital%20Resources) As of March 31, 2025, the company had **$879,289** cash for working capital, with **$231.15 million** in the trust account - As of March 31, 2025, the Company held a cash balance of **$879,289** for working capital purposes[101](index=101&type=chunk) - From the IPO and Private Placement proceeds, **$231,150,000** was placed in the Trust Account, and approximately **$1,900,000** was retained for working capital and expenses[103](index=103&type=chunk) - The Sponsor may provide Working Capital Loans if needed, but as of March 31, 2025, no such loans were outstanding[104](index=104&type=chunk) [Critical Accounting Policies](index=31&type=section&id=Critical%20Accounting%20Policies) Key accounting policies include 'emerging growth company' status and temporary equity classification for redeemable shares - The company is an 'emerging growth company' and has elected not to opt out of the extended transition period for new accounting standards[116](index=116&type=chunk)[117](index=117&type=chunk) - Ordinary shares subject to possible redemption are classified as temporary equity, and changes in redemption value are recognized immediately as they occur[121](index=121&type=chunk)[122](index=122&type=chunk) - The company is incorporated in the Cayman Islands and is not subject to income tax there; consequently, no income taxes are reflected in the financial statements[127](index=127&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=35&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, the company is not required to provide market risk disclosures - As a smaller reporting company as defined by Rule 12b-2 of the Exchange Act, the company is not required to provide quantitative and qualitative disclosures about market risk[131](index=131&type=chunk) [Controls and Procedures](index=35&type=section&id=Item%204.%20Controls%20and%20Procedures) As of March 31, 2025, disclosure controls were ineffective but remedied post-quarter, with no material internal control changes - Management concluded that as of March 31, 2025, the company's disclosure controls and procedures were not effective[133](index=133&type=chunk) - The company states that it has remedied all deficiencies subsequent to the quarter end[133](index=133&type=chunk) - There were no changes in internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, internal controls[134](index=134&type=chunk) PART II – OTHER INFORMATION [Legal Proceedings](index=36&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - None[135](index=135&type=chunk) [Risk Factors](index=36&type=page&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, the company is not required to provide risk factors - The company is a smaller reporting company and is not required to provide risk factors in its Form 10-Q[136](index=136&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=36&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details Founder Shares issuance and the use of **$230 million** IPO proceeds, with **$231.15 million** in trust - Prior to the IPO, the company issued a total of **6,160,714** Founder Shares to the Sponsor for an aggregate price of approximately **$26,666**[137](index=137&type=chunk) - On October 23, 2024, the company consummated its IPO of **23,000,000** Units at **$10.00** per Unit, generating gross proceeds of **$230,000,000**[138](index=138&type=chunk) - From the IPO proceeds, **$231.15 million** was placed in the Trust Account, **$4.025 million** was paid in underwriting fees, and about **$580,000** was used for other IPO costs[142](index=142&type=chunk) [Exhibits](index=38&type=section&id=Item%206.%20Exhibits) This section lists filed exhibits, including officer certifications and XBRL data files - Exhibits filed with the report include certifications from the Principal Executive Officer and Principal Financial Officer as required by the Sarbanes-Oxley Act of 2002[146](index=146&type=chunk) - The filing also includes XBRL Taxonomy Extension documents for interactive data[146](index=146&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-42377 ALDEL FINANCIAL II INC. (Exact name of registrant as specified in its charter) | Cayman Islands 98-1800702 | | | | --- | - ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-42377 ALDEL FINANCIAL II INC. (Exact name of registrant as specified in its charter) Cayman Islands 98-1800702 ( ...