Aldel Financial II Inc.(ALDF) - 2025 Q1 - Quarterly Report

PART I – FINANCIAL INFORMATION Financial Statements Q1 2025 financial statements reflect the company's SPAC status, with $236.7 million assets and $2.25 million net income Balance Sheet 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 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 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 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 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] - 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] - 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] - 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] Management's Discussion and Analysis of Financial Condition and Results of Operations 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] - The company has 24 months from the IPO closing date to complete a Business Combination[97] - 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] Results of Operations 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 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] - 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] - The Sponsor may provide Working Capital Loans if needed, but as of March 31, 2025, no such loans were outstanding[104] Critical Accounting Policies 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][117] - Ordinary shares subject to possible redemption are classified as temporary equity, and changes in redemption value are recognized immediately as they occur[121][122] - 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] Quantitative and Qualitative Disclosures about Market Risk 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] Controls and Procedures 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] - The company states that it has remedied all deficiencies subsequent to the quarter end[133] - 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] PART II – OTHER INFORMATION Legal Proceedings The company reports no legal proceedings - None[135] Risk Factors 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] Unregistered Sales of Equity Securities and Use of Proceeds 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] - 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] - 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] Exhibits 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] - The filing also includes XBRL Taxonomy Extension documents for interactive data[146]