Sec Form 4 Filing - KAUFFMAN ROBERT I @ Aldel Financial II Inc. - 2024-10-23

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person KAUFFMAN ROBERT I 2. Issuer Name and Ticker or Trading Symbol Aldel Financial II Inc. [ ALDF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O ALDEL FINANCIAL II INC.,, 104 S. WALNUT STREET, UNIT 1A 3. Date of Earliest Transaction (MM/DD/YY) 10/23/2024 (Street) ITASCA, IL60143 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Ordinary Shares, par value $0.0001 ( 1 ) 10/23/2024 P 477,500 A 477,500 I Held by Aldel Investors II LLC ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrant ( 1 ) $ 11.5 10/23/2024 P 238,750 ( 4 ) ( 5 ) Class A Ordinary Shares, par value $0.0001 238,750 ( 2 ) 238,750 I See Footnote ( 3 ) OTM Warrants ( 6 ) $ 15 10/23/2024 P 1,000,000 ( 4 ) ( 7 ) Class A Ordinary Shares, par value $0.0001 1,000,000 ( 8 ) 1,000,000 I See Footnote ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KAUFFMAN ROBERT I C/O ALDEL FINANCIAL II INC., 104 S. WALNUT STREET, UNIT 1A ITASCA, IL60143 X X Chief Executive Officer Signatures /s/ Robert I. Kauffman 10/25/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Simultaneously with the consummation of the Company's initial public offering, Aldel Investors II LLC (the "Sponsor") acquired, at a price of $10.00 per unit, 477,500 units (the "Private Units") in a private placement for an aggregate purchase price of $4,775,000. Each Private Unit consists of one Class A ordinary share, par value $0.0001, and one-half of one warrant. ( 2 )The Private Units were purchased for $10.00 per unit. ( 3 )Held by the Sponsor. Mr. Kauffman is a manager of the Sponsor and has voting and investment discretion with respect to the shares of common stock held of record by the Sponsor. Mr. Kauffman disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. ( 4 )The OTM Warrants and warrants included in the Private Units will become exercisable at any time commencing 30 days after the completion of the Company's initial business combination. ( 5 )The Warrants will expire five years after the completion of the Company's initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. ( 6 )Consists of 1,000,000 OTM Warrants purchased pursuant to the OTM Warrants Purchase Agreement, dated October 21, 2024, by and among Aldel Financial II Inc., Aldel Investors II LLC and the Sponsor. Each OTM Warrant is exercisable for one Class ordinary share at an exercise price of $15.00 per share. ( 7 )The OTM Warrants will expire ten years after the completion of the Company's initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. ( 8 )The OTM Warrants were purchased for $0.10 per warrant.

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