Correspondence 0001104659-24-109630 from Aldel Financial II Inc. (ALDF)
Aldel Financial II Inc.
Date: Oct. 17, 2024 · CIK: 0002031561 · Accession: 0001104659-24-109630
AI Filing Summary & Sentiment
File numbers found in text: 333-282397
Referenced dates: October 16, 2024
Letter
VIA EDGAR Division of Corporation Finance Attention: Conlon Danberg Aldel Financial II Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed October 10, 2024 File No. 333-282397
Dear Mr. Danberg:
On behalf of our client, Aldel Financial II Inc., a Cayman Islands exempted company (the “Company”), we hereby respond to the comments of the staff of the Division of Corporation Finance of the Commission (the “Staff”) with respect to the above-referenced Amendment No. 1 to Registration Statement on Form S-1 filed on October 10, 2024 (the “Registration Statement”) contained in the Staff’s letter dated October 16, 2024 (the “Comment Letter”).
The Company has filed via EDGAR the Amended Registration Statement on Form S-1 (the “Amended Registration Statement”), which reflects the Company’s responses to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter is printed below and is followed by the Company’s response. All page references in the responses set forth below refer to the page numbers in the Registration Statement.
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.
Response: In response to the Staff’s comment, the Company has revised the disclosure on page 144 of the Amended Registration Statement.
Please do not hesitate to contact Giovanni Caruso of Loeb & Loeb LLP at (212) 407-4866 with any questions or comments regarding this letter.
Sincerely,
/s/ Giovanni Caruso
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Giovanni Caruso
Partner
345 Park Avenue
New York, NY 10154
Direct 212.407.4866
Main 212.407.4000
Fax 212.937.3943
gcaruso@loeb.com
VIA EDGAR
October 17, 2024
Division of Corporation Finance
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Attention:
Conlon Danberg
Margaret Sawicki
Julie Sherman
Terence O'Brien
Re:
Aldel Financial II Inc.
Amendment No. 1 to Registration Statement on
Form S-1
Filed October 10, 2024
File No. 333-282397
Dear Mr. Danberg:
On behalf of our client, Aldel
Financial II Inc., a Cayman Islands exempted company (the “Company”), we hereby respond to the comments of the
staff of the Division of Corporation Finance of the Commission (the “Staff”) with respect to the above-referenced
Amendment No. 1 to Registration Statement on Form S-1 filed on October 10, 2024 (the “Registration Statement”)
contained in the Staff’s letter dated October 16, 2024 (the “Comment Letter”).
The Company has filed via
EDGAR the Amended Registration Statement on Form S-1 (the “Amended Registration Statement”), which reflects
the Company’s responses to the comments received by the Staff and certain updated information. For ease of reference, each comment
contained in the Comment Letter is printed below and is followed by the Company’s response. All page references in the responses
set forth below refer to the page numbers in the Registration Statement.
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.
Response: In response to the Staff’s comment, the Company has revised the disclosure on page 144 of the Amended Registration Statement.
Please do not hesitate to contact Giovanni
Caruso of Loeb & Loeb LLP at (212) 407-4866 with any questions or comments regarding this letter.
Sincerely,
/s/ Giovanni Caruso
Giovanni Caruso
Partner
cc: Robert I. Kauffman