SEC Comment Letter 0000000000-24-011650 to Aldel Financial II Inc. (ALDF)
Aldel Financial II Inc.
Date: Oct. 16, 2024 · CIK: 0002031561 · Accession: 0000000000-24-011650
AI Filing Summary & Sentiment
File numbers found in text: 333-282397
Letter
October 16, 2024 Robert I. Kauffman Chief Executive Officer Aldel Financial II Inc. 104 S. Walnut Street, Unit 1A Itasca, IL 60143 Re:Aldel Financial II Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed October 10, 2024 File No. 333-282397 Dear Robert I. Kauffman: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our October 9, 2024 letter. Amendment No. 1 to Registration Statement on Form S-1, filed October 10, 2024 Sponsor Ownership, page 144 1.We note your response to prior comment 3. We note the non-managing sponsor investors will hold a material amount of the founder shares. Please revise to disclose the total ownership that each of the 10 non-managing sponsor investors will hold, including founder shares, private units, public units and OTM Warrants, while noting that certain purchases are pursuant to indications of interest and are therefore not definite.
October 16, 2024 Page 2 Please contact Julie Sherman at 202-551-3640 or Terence O'Brien at 202-551-3355 if you have questions regarding comments on the financial statements and related matters. Please contact Conlon Danberg at 202-551-4466 or Margaret Sawicki at 202-551- 7153 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc:Giovanni Caruso, Esq.
Show Raw Text
October 16, 2024
Robert I. Kauffman
Chief Executive Officer
Aldel Financial II Inc.
104 S. Walnut Street, Unit 1A
Itasca, IL 60143
Re:Aldel Financial II Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed October 10, 2024
File No. 333-282397
Dear Robert I. Kauffman:
We have reviewed your amended registration statement and have the following
comment(s).
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our October 9, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-1, filed October 10, 2024
Sponsor Ownership, page 144
1.We note your response to prior comment 3. We note the non-managing sponsor
investors will hold a material amount of the founder shares. Please revise to disclose
the total ownership that each of the 10 non-managing sponsor investors will
hold, including founder shares, private units, public units and OTM Warrants, while
noting that certain purchases are pursuant to indications of interest and are therefore
not definite.
October 16, 2024
Page 2
Please contact Julie Sherman at 202-551-3640 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related
matters. Please contact Conlon Danberg at 202-551-4466 or Margaret Sawicki at 202-551-
7153 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Giovanni Caruso, Esq.