Item 1.01 Entry into a Material Definitive Agreement






Indemnification Agreements

On the Closing Date, the Company entered into indemnification agreements with each of its directors and executive officers. These indemnification agreements require the Company to indemnify its directors and executive officers for certain expenses, including attorneys' fees, judgments, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their services as one of the Company's directors or executive officers or any other company or enterprise to which the person provides services at the Company's request.

The foregoing description of the indemnification agreements is qualified in its entirety by the full text of the form of indemnification agreement, which is attached hereto as Exhibit 10.2 and incorporated herein by reference.





Tax Receivable Agreement

On the Closing Date, in connection with the Business Combination, the Company, Hagerty Holding Corp. ("HHC") and Markel Corporation ("Markel") entered into a Tax Receivable Agreement (the "Tax Receivable Agreement"). The Tax Receivable Agreement is described in greater detail in the section of the Proxy Statement entitled "The Business Combination Proposal - Related Agreements - Tax Receivable Agreement" beginning on page 133 of the Proxy Statement, which is incorporated herein by reference.

The above description of the Tax Receivable Agreement, including the description in the Proxy Statement referenced above, does not purport to be complete and is qualified in its entirety by the full text of the Tax Receivable Agreement, which is included herein as Exhibit 10.3 and is incorporated herein by reference.





Lock-up Agreement

On the Closing Date, in connection with the Business Combination, Markel and HHC entered into a lock-up agreement (the "Lock-up Agreement") with the Company. The Lock-up Agreement is described in greater detail in the section of the Proxy Statement entitled "The Business Combination Proposal - Related Agreements - Lock-up Agreement" beginning on page 134 of the Proxy Statement, which is incorporated herein by reference.

The above description of the Lock-up Agreement, including the description in the Proxy Statement referenced above, does not purport to be complete and is qualified in its entirety by the full text of the Lock-up Agreement, which is included herein as Exhibit 10.4 and is incorporated herein by reference.

Amended and Restated LLC Agreement

On the Closing Date, in connection with the Business Combination, the existing limited liability company agreement of Hagerty was amended and restated in the form of a Fourth Amended and Restated Limited Liability Company Agreement (the "LLC Agreement"), to, among other things, admit the Company as a member of the . . .

Item 2.01 Completion of Acquisition or Disposition of Assets

The disclosure set forth in the "Introductory Note" above is incorporated into this Item 2.01 by reference.

The Business Combination was approved by Aldel's stockholders at a special meeting of Aldel's stockholders held on December 1, 2021 (the "Special Meeting"). At the Special Meeting, 11,338,744 shares of Aldel Common Stock were voted in favor of the proposal to approve the Business Combination, 300,950 shares of Aldel Common Stock were voted against the proposal and 210 shares of Aldel Common Stock abstained from voting on the proposal. In connection with the Closing, 3,005,034 shares of Aldel Common Stock were redeemed at a per share price of approximately $10.10. The Business Combination was completed on December 2, 2021.

In connection with the consummation of the Business Combination:

· all of the existing limited liability company interests of Hagerty held by HHC


   were converted into the right to receive (1) $489.7 million in cash and (2)
   176,033,906 limited liability company units in the OpCo (the "OpCo Units") and
   176,033,906 shares of Class V common stock of the Company ("Class V Common
   Stock");

· all of the existing limited liability company interests of Hagerty held by


   Markel were converted into the right to receive 75,000,000 OpCo Units and
   75,000,000 shares of Class V Common Stock; and

· all of the 2,875,000 outstanding shares of Aldel's Class B Common Stock (the

"Founder Shares"), were converted into shares of Class A common stock of the

Company ("Class A Common Stock") on a one-for-one basis.

As of the Closing Date and following the completion of the Business Combination and the sale of the PIPE Securities, the Company had the following outstanding securities:





    ·     82,327,466 shares of Class A Common Stock;

    ·     251,033,906 shares of Class V Common Stock;

    ·     12,669,300 PIPE Warrants, each exercisable for one share of Class A
    Common Stock at a price of $11.50 per share;




    ·     5,750,000 public warrants, each exercisable for one share of Class A
    Common Stock at a price of $11.50 per share;

    ·     286,250 private warrants, each exercisable for one share of Class A
    Common Stock at a price of $11.50 per share; and

    ·     1,300,000 private OTM warrants, each exercisable for one share of Class
    A Common Stock at a price of $15.00 per share.




                              FORM 10 INFORMATION

Item 2.01(f) of Form 8-K states that if the registrant was a shell company, which the Company was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, the Company is providing below the information that would be . . .

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 4.01 Changes in Registrant's Certifying Accountant

Change of the Company's Independent Registered Public Accounting Firm

On December 2, 2021, after the recommendation of the Audit Committee of the Board, the Board approved the engagement of Deloitte & Touche LLP ("Deloitte") as the Company's independent registered public accounting firm to audit the Company's consolidated financial statements for the year ended December 31, 2021. Deloitte served as the independent registered public accounting firm of Hagerty prior to the Business Combination. Accordingly, Plante & Moran, PLLC ("Plante & Moran"), Aldel's independent registered public accounting firm prior to the Business Combination, was informed that it would be replaced by Deloitte as the Company's independent registered public accounting firm.

Plante & Moran's report of independent registered public accounting firm, dated March 25, 2021, on Aldel's balance sheet as of December 31, 2020 and the related statements of operations, changes in shareholders' equity and cash flows for the period from December 23, 2020 (inception) through December 31, 2020 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

During the period from December 23, 2020 (inception) through December 31, 2020 and the subsequent period through December 2, 2021, there were no: (i) disagreements with Plante & Moran on any matter of accounting principles or practices, financial statement disclosures or audited scope or procedures, which disagreements if not resolved to Plante & Moran's satisfaction would have caused Plante & Moran to make reference to the subject matter of the disagreement in connection with its report or (ii) reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

During the period from December 23, 2020 (inception) to December 31, 2020 and the interim period through December 2, 2021, Aldel did not consult Deloitte with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and no written report or oral advice was provided to Aldel by Deloitte that Deloitte concluded was an important factor considered by Aldel in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is described in Item 304(a)(1)(iv) of Regulation S-K under the Exchange Act and the related instructions to Item 304 of Regulation S-K under the Exchange Act, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act.

The Company has provided Plante & Moran with a copy of the disclosures made by the Company in response to this Item 4.01 and has requested that Plante & Moran furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the registrant in response to this Item 4.01 and, if not, stating the respects in which it does not agree. A letter from Plante & Moran is attached as Exhibit 16.1 to this Current Report on Form 8-K.

Item 5.01 Changes in Control of Registrant

The information set forth above under "Introductory Note" and in the section entitled "Security Ownership of Certain Beneficial Owners and Management" in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

The information set forth in the sections titled "Directors and Executive Officers" and "Certain Relationships and Related Transactions" in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.





2021 Equity Incentive Plan

At the Special Meeting, the Aldel stockholders considered and approved the Hagerty, Inc. 2021 Stock Incentive Plan (the "Equity Incentive Plan"). The Equity Incentive Plan became effective immediately upon the Closing. The Equity Incentive Plan initially makes available a maximum number of 38,317,399 shares of Class A Common Stock of the Company. The Equity Incentive Plan is described in greater detail in the section of the Proxy Statement entitled "Proposal 6 - The Equity Incentive Plan Proposal" beginning on page 151 of the Proxy Statement, which is incorporated herein by reference.

The above description of the Equity Incentive Plan, including the description in the Proxy Statement referenced above, does not purport to be complete and is qualified in its entirety by the full text of the Equity Incentive Plan, which is included herein as Exhibit 10.10 and is incorporated herein by reference.

2021 Employee Stock Purchase Plan

At the Special Meeting, the Aldel stockholders considered and approved the Hagerty, Inc. 2021 Employee Stock Purchase Plan (the "ESPP"). The ESPP became effective immediately upon the Closing. The ESPP initially makes available for sale a maximum number of 11,495,220 shares of Class A Common Stock. The ESPP is described in greater detail in the section of the Proxy Statement entitled "Proposal 7 - The Employee Stock Purchase Plan Proposal" beginning on page 158 of the Proxy Statement, which is incorporated herein by reference.

The above description of the ESPP, including the description in the Proxy Statement referenced above, does not purport to be complete and is qualified in its entirety by the full text of the ESPP, which is included herein as Exhibit 10.11 and is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


          Year.

At the Special Meeting, the Aldel stockholders considered and approved, among other things, Proposal No. 3-The Charter Amendment Proposal (the "Charter Proposal"), which is described in greater detail in the Proxy Statement beginning on page 144 of the Proxy Statement.

The Second Amended and Restated Certificate of Incorporation of the Company (the "Certificate of Incorporation"), which became effective upon filing with the Secretary of State of the State of Delaware on December 2, 2021, includes the amendments proposed by the Charter Proposal.

On December 2, 2021, the Board approved and adopted the Amended and Restated Bylaws of the Company (the "Bylaws"), which became effective as of the Effective Time.

Copies of the Certificate of Incorporation and the Bylaws are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.

The description of the Certificate of Incorporation and the general effect of the Certificate of Incorporation and the Bylaws upon the rights of holders of the Company's capital stock are included in the Proxy Statement under the sections titled "Description of New Hagerty Securities After the Business Combination" and "Comparison of Corporate Governance and Stockholders Rights" beginning on pages 250 and 260, respectively, of the Proxy Statement, which are incorporated herein by reference.

Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision


          of the Code of Ethics

In connection with the Business Combination, on December 2, 2021, the Board approved and adopted a new Code of Ethics applicable to all employees, officers and directors of the Company, including the Company's principal executive officer, principal financial officer and principal accounting officer or controller (or persons performing similar functions to the aforementioned officers).

Item 5.06 Change in Shell Company Status

As a result of the Business Combination, which fulfilled the definition of a business combination as required by the Certificate of Incorporation of Aldel, dated December 23, 2020, and as amended on April 8, 2021, the Company ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the Closing Date. The material terms of the Business Combination are described in the Proxy Statement in the sections entitled "The Business Combination Proposal" and "The Business Combination Agreement" beginning on pages 106 and 124, respectively, of the Proxy Statement, which are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired

The unaudited condensed financial statements of Hagerty as of and for the nine month periods ended September 30, 2021 and September 30, 2020 are included in Exhibit 99.1 hereto and are incorporated herein by reference.

The historical audited financial statements of Hagerty as of December 31, 2020 and December 31, 2019 and for the years ended December 31, 2020, 2019 and 2018 and the related notes are included in the Proxy Statement beginning on page F-31 of the Proxy Statement and are incorporated herein by reference.

The unaudited financial statements of Aldel as of and for the three and nine months ended September 30, 2021 and the related notes are included in Aldel's Quarterly Report on Form 10-Q filed on November 12, 2021, and are incorporated herein by reference.

The audited financial statements of Aldel as of and for the period from December 23, 2020 (inception) to December 31, 2020 and the related notes are included in the Proxy Statement on page F-2 of the Proxy Statement and are incorporated herein by reference.

(b) Pro Forma Financial Information

The unaudited pro forma condensed combined financial information of the Company for the year ended December 31, 2020 and as of and for the nine months ended September 30, 2021 are included in Exhibit 99.2 hereto and are incorporated herein by reference.





(d) Exhibits.



Exhibit No.   Description
  2.1+          Business Combination Agreement, dated as of August 17, 2021, by and
              among Aldel Financial Inc. Aldel Merger Sub LLC and The Hagerty Group,
              LLC (incorporated by reference to Exhibit 2.1 of the Company's Form 8-K
              (File No. 001-40244), filed with the SEC on August 18, 2021).
  3.1           Second Amended and Restated Certificate of Incorporation of the
              Company, dated December 2, 2021.
  3.2           Amended and Restated By-Laws of the Company, dated December 2, 2021.
  4.1           Form of Class A Common Stock Certificate of the Company.
  4.2           Form of Class V Common Stock Certificate of the Company
  4.3           Form of Warrant Certificate of the Company.
  4.4           Warrant Agreement, dated April 8, 2021, between Continental Stock
              Transfer & Trust Company and the Company (incorporated by reference to
              Exhibit 4.1 of the Company's Form 8-K (File No. 333-253166), filed with
              the SEC on April 13, 2021).
  4.5           Warrant Agreement, dated December 2, 2021, between Continental Stock
              Transfer & Trust Company and the Company.
  10.1          Form of Subscription Agreement, dated as of August 17, 2021, by and
              between the Company and certain institutional and accredited investors
              party thereto (incorporated by reference to Exhibit 10.1 of the
              Company's Form 8-K (File No. 001-40244), filed with the SEC on August
              18, 2021).
  10.2          Amended and Restated Registration Rights Agreement, dated as of August
              17, 2021, among the Company, Aldel Investors LLC, FG SPAC Partners LP,
              ThinkEquity, a division of Fordham Financial Management, Inc., HHC,
              State Farm Mutual Automobile Insurance Company, Markel Corporation, and
              certain other parties (incorporated by reference to Exhibit 10.3 of the
              Company's Form 8-K (File No. 001-40244), filed with the SEC on August
              18, 2021).
  10.3          Investor Rights Agreement, dated as of August 17, 2021, among Hagerty
              Holding Corp., State Farm Mutual Automobile Insurance Company, Markel
              Corporation and the Company (incorporated by reference to Exhibit 10.8
              of the Company's Form 8-K (File No. 001-40244), filed with the SEC on
              August 18, 2021).
  10.4          Tax Receivable Agreement, dated as of December 2, 2021, by and between
              the Company, Hagerty Holding Corp. and Markel Corporation.










  10.5         Lock-Up Agreement, dated as of December 2, 2021, by and between the
             Company, Hagerty Holding Corp. and Markel Corporation.
  10.6         Fourth Amended and Restated Limited Liability Company Agreement of The
             Hagerty Group, LLC, dated as of December 2, 2021.
  10.7         Sponsor Warrant Lock-Up Agreement, dated as of December 2, 2021, by
             and among the Company, Aldel Investors LLC and FG SPAC Partners, LP.
  10.8         Exchange Agreement, dated as of December 2, 2021, by and among the
             Company, The Hagerty Group, LLC, Markel Corporation, and Hagerty Holding
             Corp.
  10.9#        Form of Indemnification Agreement by and between the Company and its
             directors and officers.
  10.10#       Hagerty, Inc. 2021 Equity Incentive Plan.
  10.11#       Hagerty, Inc. 2021 Employee Stock Purchase Plan.
  10.12#       Employment Agreement, dated as of August 16, 2021, by and between The
             Hagerty Group, LLC and Paul E. Rehrig.
  10.13#       Employment Agreement, dated as of January 1, 2018, by and between
             Hagerty Holding Corp. and McKeel O Hagerty.
  10.14#       Employment Agreement, dated as of March 1, 2021, by and between The
             Hagerty Group, LLC and Kelly Smith.
  10.15#       Change of Control Severance Agreement, dated as of July 7, 2008, by
             and between The Hagerty Group, Inc. and Frederick J. Turcotte.
  10.16+       Third Amendment to Amended and Restated Credit Agreement, dated as of
             October 27, 2021, among The Hagerty Group, LLC, the Lenders party
             hereto, and JPMorgan Chase Bank, N.A., as Administrative Agent
  10.17        Third Amended and Restated Master Alliance Agreement, dated as of June
             20, 2019, as amended by the First Amendment, dated as of February 5,
             2021, by and between The Hagerty Group, LLC and Markel Corporation.
  16.1         Letter from Plante & Moran, PLLC, dated December 2, 2021.
  21.1         Subsidiaries of the Company.
  99.1         Unaudited condensed consolidated financial statements of The Hagerty
             Group, LLC as of and for the nine month periods ended September 30, 2021
             and 2020.
  99.2         Unaudited pro forma condensed combined financial information of the
             Company as of and for the nine months ended September 30, 2021 and for
             the year ended December 31, 2020.
  99.3         Management's discussion and analysis of the financial condition and
             results of operation of The Hagerty Group, LLC for the nine month
             periods ended September 30, 2021 and September 30, 2020.
104          Cover Page Interactive Data File (formatted as Inline XBRL).




 +   The schedules and exhibits to this agreement have been omitted pursuant to
     Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or
     exhibit will be furnished to the SEC upon request.

# Indicates management contract or compensatory plan or arrangement.

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