United States securities and exchange commission logo
February 25, 2021
Robert I. Kauffman
Chief Executive Officer
Aldel Financial Inc.
105 S. Maple Street
Itasca, Illinois 60143
Re: Aldel Financial
Inc.
Registration
Statement on Form S-1
Filed February 16,
2021
File No. 333-253166
Dear Mr. Kauffman:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed February 16, 2021
Our Forward Purchase Agreement, page 13
1. You state that the
"ability to complete our initial business combination [the 'IBC'] will be
enhanced by the
additional capital provided by our entering into a forward purchase
agreement with Aldel
Capital LLC, or any of its affiliates...." However, it appears
that you would not
receive any additional capital if the buyer / counterparty to the forward
purchase agreement [the
"FPA"] chooses to exercise its right to make open market
purchases for all $20M
in shares of Class A common stock to satisfy its
commitment pursuant to
the FPA in lieu of purchasing such shares directly from you.
Please revise to
clarify in light of your statement in the last sentence at page 19 that you
will receive no
proceeds with respect to any shares purchased under the FPA in open
market transactions.
Robert I. Kauffman
FirstName LastNameRobert I. Kauffman
Aldel Financial Inc.
Comapany25,
February NameAldel
2021 Financial Inc.
February
Page 2 25, 2021 Page 2
FirstName LastName
2. We note the disclosure that the Maximum FPS Commitment (and the
corresponding
number of Maximum Shares) shall be reduced on a dollar-for-dollar
basis in the amount
(i) used by Buyer and its affiliates to purchase Common Stock in open
market purchases
following the IPO, and (ii) "invested in the target company prior to
the closing of the
Business Combination." Revise to explain how you will determine the
amount of
investments in the target and whether such investments will be in the
form of cash, equity
or some other source. Also clarify, if true, that there is no minimum
commitment under
the forward purchase agreement
If we seek stockholder approval of our initial business combination, our
initial stockholders and
management team have agreed to vote, page 37
3. You disclose the increased likelihood that the IBC will receive the
necessary vote for
approval if the buyer / counterparty purchases shares of Class A
common stock in open
market purchases pursuant to the FPA. Also disclose the incrementally
greater increase
in the counterparty's relative stock ownership and its ability to
influence future
stockholder votes post-IBC if it makes the entire $20M "investment" in
the open market.
4. Please expand your discussion in this risk factor of the 20% stock
ownership to
also disclose separately the minimum percentage and the maximum
percentage the
original stockholders will hold taking into account "the shares of
Class A common stock
underlying the Underwriter Units, the private units, the shares of
Class A common
stock issuable pursuant to the [FPA, and] the shares of Class A common
stock underlying
the units issuable upon conversion of working capital loans" which you
do not include
when arriving at the 20% figure.
Risk Factors
Our warrant agreement will designate the courts of the State of New York or the
United States
District Court, page 72
5. You suggest in this risk factor that the provisions of the warrant
agreement will not apply
to suits brought to enforce any liability or duty created by the
Exchange Act or any other
claim for which the federal district courts are the sole and exclusive
forum. However,
Section 9.3 of the form of warrant agreement you filed as exhibit 4.4
does not include this
limitation. If the exclusive forum provision in your warrant agreement
does not apply to
actions arising under the Exchange Act, please also ensure that the
exclusive forum
provision in the governing document states this clearly.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Robert I. Kauffman
Aldel Financial Inc.
February 25, 2021
Page 3
You may contact Joseph Klinko, Staff Accountant, at (202) 551-3824 or
Karl Hiller,
Accounting Branch Chief, at (202) 551-3686 if you have questions regarding
comments on the
financial statements and related matters. Please contact Timothy S. Levenberg,
Special Counsel,
at (202) 551-3707 or Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642
with any
other questions.
Sincerely,
FirstName LastNameRobert I. Kauffman
Division of
Corporation Finance
Comapany NameAldel Financial Inc.
Office of Energy &
Transportation
February 25, 2021 Page 3
cc: Giovanni Caruso of Loeb & Loeb LLP
FirstName LastName