Aldel Financial II Gets Nasdaq Delisting Notice, Lines Up $1M Sponsor Note

What happened

Aldel Financial II Inc., a Cayman Islands exempted company with its principal offices in Itasca, Illinois, is a blank-check company, meaning it was formed to raise money in an initial public offering and then find and merge with an operating business. Its ordinary shares, warrants and units trade on Nasdaq under the symbols ALDF, ALDF.W and ALDF.U.

In an 8-K filed October 29, 2026, the company said that on October 28 it received a letter from Nasdaq's Listing Qualifications Department stating that its securities will be delisted from Nasdaq and that trading of its ordinary shares, warrants and units will be suspended at the opening of business on November 6, 2026. Nasdaq said it will file a Form 25-NSE with the SEC to remove the securities from listing and registration.

The company said it was notified on September 10, 2026 that it failed to meet Nasdaq Listing Rule 5450(a)(2), and that it did not provide a compliance plan before Nasdaq's deadline. The filing does not otherwise explain the circumstances behind the rule shortfall.

Separately, the company said it received correspondence from OTC Markets Group on October 29 stating that FINRA has assigned the symbols ALDF, ALDFU and ALDFW to its Class A ordinary shares, units and warrants. Effective November 6, 2026, the securities may be quoted and traded on the over-the-counter market for unlisted securities.

The company also disclosed that on October 23, 2026 it issued an unsecured promissory note of up to $1,000,000 to Aldel Investors II LLC, its sponsor. The company can draw on the note in increments of up to $1 million, and the sponsor must fund each request within five business days. The filing says the money is for working capital, including extension payments under the company's Investment Management Trust Agreement with Continental Stock Transfer & Trust Company.

The delisting, and the move to OTC

Nasdaq Listing Rule 5450(a)(2) is a continued-listing standard that a company must keep meeting to stay on the Nasdaq Global Market. Nasdaq's rules generally give a company a window to submit a plan to regain compliance after a deficiency notice. According to the filing, Aldel did not submit such a plan, and Nasdaq's staff then concluded the company did not comply and moved to delist it.

Once the Form 25-NSE is filed, the securities come off Nasdaq and their registration under Section 12(b) of the Securities Exchange Act ends. The OTC assignment means the securities can continue to change hands, but on a dealer-quoted market rather than an exchange.

The stock closed at $10.98 on the event date, unchanged from the prior close, according to the price data provided.

What the sponsor note is

A promissory note is a written promise to repay a borrowed sum. This one is unsecured, meaning the sponsor has no claim on specific company assets if the company fails to pay, and it carries no interest, so the company repays only the principal it draws. The full amount comes due when the company completes its initial business combination, which the filing calls the Maturity Date. Failing to pay then would be an event of default, and the note could be accelerated, meaning the full balance could be declared immediately due.

Aldel Investors II LLC is the sponsor, the entity that typically funds a blank-check company's formation and initial expenses and holds founder shares. A sponsor note like this is a common way for a special purpose acquisition company to cover routine costs, including the payments made to trust-account holders when a deal deadline is extended. The filing does not state how much, if any, of the $1 million has been drawn.

What this means

An 8-K is a current report that a public company must file with the SEC, generally within four business days, when certain material events occur. The item numbers in this filing map to the events described: Item 1.01 for entry into a material agreement, Item 2.03 for the creation of a direct financial obligation, Item 3.01 for a delisting notice or listing-rule failure, and Item 8.01 for other events.

For Aldel, the filing records two things happening at once: the company is losing its Nasdaq listing, and it is putting in place a credit line from its sponsor. The two are disclosed together but the filing does not say they are connected, and it does not explain why the company failed to meet the listing rule or why it did not submit a compliance plan.

The filing does not say what happens to the company's trust account, its pending search for a business combination, or whether a deal is in progress. Readers should treat those questions as open. What the filing does establish is the schedule: Nasdaq trading ends at the open on November 6, 2026, and OTC quoting under the new symbols begins the same day.