September 19, 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 Draft Registration Statement on Form S-1
           Submitted September 9, 2024
           CIK No. 0002031561
Dear Robert I. Kauffman:

     We have reviewed your amended draft registration statement and have the
following
comment(s).

        Please respond to this letter by providing the requested information
and either submitting
an amended draft registration statement or publicly filing your registration
statement on EDGAR.
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 the information you provide in response to this letter
and your amended
draft registration statement or filed registration statement, we may have
additional
comments. Unless we note otherwise, any references to prior comments are to
comments in our
August 29, 2024 letter.

Amendment No. 1 to Draft Registration Statement on Form S-1 submitted September
9, 2024
Cover Page

1.     We note your revised disclosure that you "expect that [y]our company
will generally have
       priority over any other special purpose acquisition companies
subsequently formed by
       [y]our sponsor or directors (if any) with respect to acquisition
opportunities until
       [you] complete [y]our initial business combination or enter into a
contractual agreement
       that would restrict [y]our ability to engage in material discussions
regarding a potential
       initial business combination." Please expand on your statement to
address special purpose
       acquisition companies affiliated with your officers. Additionally,
please explain why you
       expect this company to have priority with respect to such acquisition
opportunities. To the
       extent your sponsors, officers and/or directors are committing
themselves to allocate
 September 19, 2024
Page 2

       opportunities to acquire targets in this way, please revise your
disclosure to clarify it is a
       formal commitment rather than your expectation. Finally, please explain
why this priority
       will only exist "generally" and discuss any exceptions or limitations.
Risk Factors
Risks Relating to our Management Team
Members of our management team and affiliated companies may have been, and may
in the
future be, involved in civil disputes..., page 69

2.     We note your revised disclosure in response to previous comment 12 that
"there is no
       such material litigation, arbitration or governmental proceeding
currently pending against
       any members of our management team and affiliated companies." Please
revise to
       disclose if you are aware of any such civil disputes or government
investigations to the
       extent material, regardless of whether they are currently pending or if
they have been
       resolved or completed.
Dilution, page 92

3.     We refer to our previous comment 15. Please explain your basis for also
adding back the
       payable for the deferred offering costs. In this regard, please tell us
when and how these
       will be paid.
Principal Shareholders, page 143

4.     We note your response to previous comment 19. Please clarify how you
calculated 98.6%
       for the total Class B shares owned by all officers, directors and
director nominees as a
       group prior to the offering based on the amounts shown above in the
table.
Sponsor Ownership, page 144

5.     We note your revised disclosure in response to previous comment 20 that
none of the non-
       managing sponsor investors, nor any other persons, have direct or
indirect material
       interests in the sponsor. Elsewhere, you note that "[t]he non-managing
sponsor investors
       have indicated an interest to purchase, indirectly through the purchase
of membership
       interests of our sponsor, an aggregate of 345,000 private units (or
375,280 private units if
       the underwriters    over-allotment option is exercised in full) at a
price of $10.00 per unit
       ($3,450,000 in the aggregate, or $3,752,800 if the underwriters
over-allotment option is
       exercised in full) in a private placement that will close simultaneously
with the closing of
       this offering" (emphasis added). Please explain why the non-managing
sponsor investors
       will not have a material interest in the sponsor if they will purchase
membership interests
       in the sponsor.
 September 19, 2024
Page 3

       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.