Material Event (Form 8-K)

On September 22, 2026, the board of directors of Aldel Financial II Inc. (the "Company") received a written election notice from Aldel Investors II LLC (the "Sponsor") indicating that, effective October 5, 2026 (the "Conversion Date"), the Sponsor will convert all except one of the Company's Class B ordinary shares, par value US$0.0001 each (the "Class B Shares"), it holds into Class A ordinary shares, par value US$0.0001 each (the "Class A Shares"), on a one-for-one basis as permitted under the amended and restated articles of association of the Company and the Class A Shares issued upon such conversion, the "Converted Class A Shares"). Other holders of the Class B Shares have also indicated that they will be converting their Class B Shares into Class A Shares on the Conversion Date (such conversions collectively, the "Founder Share Conversion".

The holders of the Class B Shares waived any right to receive funds from the trust account established by the Company in connection with its initial public offering (the "IPO") that was consummated on October 23, 2024 (the "Trust Account") with respect to any Converted Class A Shares and no additional funds were deposited into the Trust Account in respect of any such Converted Class A Shares. Following the Founder Share Conversion, the Converted Class A Shares will remain subject to the existing transfer restrictions on the Class B Shares.

After giving effect to the Founder Share Conversion, assuming the conversion of all except one Class B Share, the number and class of shares of the Company that will be issued and outstanding will consist of: