Independent
Tenure on this board
2.0 yrs
2 nominees · 6 ballot items.
Shareholders will vote on extending Aldel Financial II’s business-combination deadline, reducing permitted trust-account withdrawals for liquidation expenses, amending the trust agreement, electing two Class II directors, ratifying the independent auditor, and authorizing meeting adjournment if needed.
Approve amendments to the Company’s Amended and Restated Memorandum and Articles of Association permitting the Company to extend its business-combination deadline from October 23, 2026 for up to fifteen one-month extensions, through January 23, 2028, subject to the applicable trust-agreement funding terms.
The proposal asks shareholders to amend the Company’s articles to permit up to fifteen additional one-month extensions of the business-combination deadline. The current deadline is October 23, 2026, while the maximum proposed extended date is January 23, 2028. Each extension would be subject to the sponsor or its affiliates or designees depositing $50,000 into the trust account under the amended trust agreement. The sponsor would receive a non-interest-bearing unsecured promissory note for each extension payment, which may not be repaid if no business combination is completed unless funds outside the trust account are available. The sponsor is not obligated to fund any extension, so approval does not guarantee that the Company will use all or any extension periods. If a business combination is not completed by the applicable extended deadline, the Company expects to redeem its public shares and liquidate, subject to creditor claims and applicable law. Public shareholders may redeem their shares in connection with the meeting regardless of how they vote, subject to the 15% redemption limitation. The Board seeks approval because it believes the existing deadline does not provide sufficient time to identify and complete a business combination. The Board recommends voting FOR, while acknowledging that it may nevertheless elect to liquidate on the original deadline and that completion of a transaction remains uncertain.
Approve an amendment to Article 186(b)(ii) reducing from $100,000 to $25,000 the amount of trust-account interest the Company may withdraw to cover liquidation and dissolution expenses.
The proposal asks shareholders to amend Article 186(b)(ii) of the Company’s Articles. It would reduce the amount of trust-account interest available to the Company for liquidation and dissolution expenses from $100,000 to $25,000. The change is designed to align the Articles with the corresponding amendment proposed for the trust agreement. If approved, the Company would need to fund liquidation and dissolution costs above $25,000 from funds outside the trust account, to the extent those funds are available. The proposal is connected to the Company’s requested deadline extension and is described as essential to implementing the Board’s overall extension plan. If the proposal and related extension proposals are not approved, and no business combination is completed by the applicable deadline, the Company expects to redeem public shares and liquidate. Public shareholders retain redemption rights in connection with the meeting, subject to the applicable procedures and 15% limitation. The amendment could modestly preserve more trust-account value for public shareholders upon liquidation, but it also shifts excess liquidation costs to non-trust resources. The Board recommends voting FOR because consistency between the Articles and the trust agreement is necessary to implement the proposed reduction.
Approve amendments to the Investment Management Trust Agreement allowing up to fifteen one-month deadline extensions through January 23, 2028 upon $50,000 deposits per extension and reducing permitted trust-account withdrawals for liquidation and dissolution expenses from $100,000 to $25,000.
The proposal asks shareholders to amend the Investment Management Trust Agreement governing the Company’s trust account. The amendment would allow the Trustee’s liquidation deadline to be extended up to fifteen times, with each extension adding one month and requiring a $50,000 deposit into the trust account. The maximum contemplated date is January 23, 2028, compared with the existing October 23, 2026 deadline. The amendment would also reduce from $100,000 to $25,000 the amount of trust-account interest that may be released for liquidation and dissolution expenses. The sponsor or its affiliates or designees would fund extension payments, receive corresponding unsecured non-interest-bearing promissory notes, and would not be obligated to provide the funding. The Company is seeking approval because the Board believes additional time is needed to identify and complete a business combination. Approval is interdependent with the Extension Amendment and Withdrawal Amendment proposals, and the Board will not implement the extension structure unless the required related approvals are obtained. Shareholders may redeem public shares in connection with the meeting, while any remaining shareholders retain potential rights to vote on a later business combination. The Board recommends voting FOR, but the proposal does not assure a transaction will be completed and the Board may still choose to liquidate on the original deadline.
Elect Stuart Kovensky and Meltem Demirors as Class II directors to serve until the 2029 annual general meeting or until their successors are elected and qualified or their earlier death, resignation, or removal.
Ratify the Audit Committee’s appointment of Fruci & Associates II, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
Authorize adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit additional proxy solicitation and voting if there are insufficient votes for, or otherwise in connection with, the other proposals.
The proposal asks shareholders to authorize the chairman to adjourn the Extraordinary General Meeting to a later time, date, or place. It is intended to provide additional time to solicit proxies and obtain votes on the extension, withdrawal, trust-agreement, director-election, and auditor-ratification proposals. The proposal would be presented only if the tabulated votes show that there are insufficient votes to approve the other matters or if adjournment is otherwise necessary in connection with them. If approved, the adjournment authority could help management avoid an immediate failure of the related proposals due to insufficient participation. It does not itself amend the Articles, alter the trust agreement, extend the business-combination deadline, elect directors, or ratify the auditor. The proposal is an ordinary resolution requiring a simple majority of votes cast by shareholders present or represented by proxy and entitled to vote. Abstentions and broker non-votes count toward quorum but do not count as votes cast. The Board recommends voting FOR to preserve flexibility to seek additional shareholder support. The proposal is procedural and will be the only matter presented if it is triggered under the stated conditions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Harraden Circle Investments, LLC | 7.87% | 2,351,288 | $25M |
| 2 | Magnetar Financial LLC | 6.36% | 1,899,098 | $20M |
| 3 | AQR Arbitrage LLC | 4.90% | 1,463,426 | $16M |
| 4 | LMR Partners LLP | 4.02% | 1,200,000 | $13M |
| 5 | Westchester Capital Management, LLC | 3.68% | 1,100,357 | $12M |
| 6 | Hudson Bay Capital Management LP | 3.68% | 1,100,000 | $12M |
| 7 | LINDEN ADVISORS LP | 3.18% | 950,000 | $10M |
| 8 | Ghisallo Capital Management LLC | 3.01% | 900,000 | $10M |
| 9 | D. E. Shaw Co., Inc.Activist | 2.95% | 880,057 | $9M |
| 10 | PICTON MAHONEY ASSET MANAGEMENT | 2.55% | 763,000 | $8M |
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