Aldabra 4 Liquidity Opportunity Vehicle, Inc.

Aldabra 4 Liquidity Opportunity Vehicle, Inc. (the "Company") is a Cayman Islands exempted blank check company formed on July 24, 2025, with the sole purpose of effecting a business combination, such as a merger, amalgamation, share exchange, or asset acquisition, with one or more operating businesses or entities ¹. The Company has not yet selected a specific target business and has not initiated any substantive discussions with potential targets ². Its efforts to identify a prospective target business are not limited to a particular industry or geographic region ³. The Company intends to seek an initial business combination with a company that has an enterprise value between $500 million and $2 billion, though smaller or larger targets may be considered ⁴. Following the business combination, the objective is to implement or support the acquired company's operating strategies to generate additional shareholder value, potentially through further acquisitions and operational improvements ⁵.

The Company's business model is that of a Special Purpose Acquisition Company (SPAC), which generates no operating revenue until it completes an initial business combination ⁶. Revenue generation will commence only after the acquisition of an operating business. The primary customer segments are not applicable as the Company is a blank check company seeking an acquisition. The Company's operations are currently focused on organizational activities and preparing for its Initial Public Offering ⁷.

The Company has no product or service lines as it is a blank check company. Its sole activity is to identify and acquire an operating business.

For the period from July 24, 2025 (inception) through December 31, 2025, the Company reported a net loss of $78,082 ⁸. This loss consisted entirely of formation, general, and administrative expenses of $78,082 ⁹. As of December 31, 2025, the Company had cash of $23,583 ¹⁰ and a working capital deficit of $314,563 ¹¹. Total assets were $285,064 ¹², and total liabilities were $338,146 ¹³. The shareholder's deficit amounted to $(53,082) ¹⁴. The Company had a promissory note – related party outstanding balance of $200,000 ¹⁵. Basic and diluted net loss per Class B ordinary share was $(0.01) ¹⁶, based on 6,525,000 weighted average Class B shares outstanding ¹⁷.

The Company's financial activities for the period from inception to December 31, 2025, were limited to organizational and IPO preparation activities. Net cash used in operating activities was $33,711 ¹⁸, influenced by the net loss of $78,082 ¹⁹, a $20,000 payment of general and administrative costs through the promissory note – related party ²⁰, an increase in accounts payable of $11,246 ²¹, and an increase in accrued expenses of $13,125 ²². Net cash provided by financing activities was $57,294 ²³, resulting from proceeds of $180,000 from the promissory note – related party ²⁴, offset by payment of deferred offering costs of $122,706 ²⁵.

On January 23, 2026, subsequent to the reported period, the Company consummated its Initial Public Offering of 30,015,000 units, including the full exercise of the underwriters' over-allotment option of 3,915,000 units, at $10.00 per unit, generating gross proceeds of $300,150,000 ²⁶. Simultaneously, a private placement of 4,866,666 warrants to the Sponsor and underwriters generated gross proceeds of $7,300,000 ²⁷. A total of $300,150,000 from these proceeds was placed in a Trust Account ²⁸. Total transaction costs amounted to $18,350,595, comprising $5,220,000 in cash underwriting fees, $12,789,000 in deferred underwriting fees, and $341,595 in other offering costs ²⁹. The $200,000 outstanding under the promissory note – related party was fully settled at the closing of the Initial Public Offering ³⁰.

The Company intends to use substantially all of the funds held in the Trust Account, including any interest earned thereon (less taxes payable), to complete its initial Business Combination ³¹. If share capital or debt is used as consideration for the Business Combination, the remaining Trust Account proceeds will be allocated as working capital for the target business's operations, other acquisitions, and growth strategies ³². Funds held outside the Trust Account are primarily intended for identifying and evaluating target businesses, conducting due diligence, travel, reviewing corporate documents, and structuring/negotiating a Business Combination ³³.

The Sponsor, or certain officers and directors or their affiliates, may loan the Company funds to cover working capital deficiencies or transaction costs related to a business combination, though they are not obligated to do so ³⁴. If a Business Combination is completed, these loaned amounts would be repaid ³⁵. If a Business Combination does not close, a portion of the working capital outside the Trust Account may be used for repayment, but no Trust Account proceeds would be used ³⁶. Up to $1,500,000 of such working capital loans may be convertible into private placement warrants at a price of $1.00 per warrant upon consummation of the initial Business Combination ³⁷. The Company does not anticipate needing to raise additional funds for its operating expenditures, but acknowledges that if its cost estimates for identifying and negotiating a target are insufficient, it may have inadequate funds to operate prior to a Business Combination ³⁸. Additional financing may be required to complete a Business Combination or if a significant number of public shares are redeemed, potentially through issuing additional securities or incurring debt ³⁹.

The Company has until January 23, 2028, which is 24 months from the closing of the Initial Public Offering, to complete a Business Combination ⁴⁰. If it anticipates being unable to meet this deadline, it may seek shareholder approval to amend its Amended and Restated Memorandum and Articles of Association to extend the completion period ⁴¹. If an extension is sought, public shareholders will have the opportunity to redeem their shares at a pro rata price from the Trust Account ⁴². The Company does not expect to extend the time period beyond 36 months from the closing of the Initial Public Offering ⁴³.

The Company will reimburse its sponsor $30,000 per month for office space, utilities, and secretarial and administrative support, commencing January 23, 2026, until the completion of its initial business combination or liquidation ⁴⁴. The underwriters are entitled to a deferred fee of $12,789,000, payable from the Trust Account only upon the completion of a Business Combination, based on the funds remaining after shareholder redemptions ⁴⁵. The holders of Founder Shares, Private Placement Warrants, and any Private Placement Warrants issued from working capital loans will have registration rights, with the Company bearing the expenses of registering these securities ⁴⁶.

The Company faces significant risks, including its status as a blank check company with no operating history or revenues, making it difficult for investors to evaluate its ability to achieve its business objective ⁴⁷. Public shareholders may not have an opportunity to vote on the proposed initial business combination, and even if a vote occurs, initial shareholders' participation and voting agreements could lead to approval despite a majority of public shareholders not supporting it ⁴⁸. The ability of public shareholders to redeem shares for cash may make the Company's financial condition unattractive to potential targets, potentially hindering the completion of a business combination ⁴⁹. A large number of redemptions could also limit the most desirable business combination or optimize capital structure, and substantially dilute non-redeeming shareholders' investments ⁵⁰. The requirement to complete a business combination within 24 months from the IPO closing (January 23, 2028) may give target businesses leverage in negotiations and limit due diligence time, potentially leading to less favorable terms ⁵¹. If the Company fails to complete a business combination within this timeframe, public shares will be redeemed at approximately $10.00 per share, or possibly less, and warrants will expire worthless ⁵². Third-party claims against the Company could reduce the funds in the trust account, leading to a per-share redemption amount less than $10.00 ⁵³. Changes in laws or regulations, particularly the SEC's SPAC Rules and guidance on the Investment Company Act, may increase costs, time, and restrict the Company's ability to complete a business combination ⁵⁴. Geopolitical conditions, such as the Russia-Ukraine conflict and Middle East/Southwest Asia conflicts, could adversely affect the search for a target and the target's operations or financial condition ⁵⁵. The nominal purchase price paid by initial shareholders for founder shares (approximately $0.003 per share) compared to the IPO price of $10.00 per unit, could result in significant dilution to public shareholders upon business combination, and initial shareholders are likely to profit even if the trading price declines ⁵⁶. The Company's cash held in operating and trust accounts may exceed FDIC insurance limits, exposing it to risk if financial institutions holding funds experience issues ⁵⁷.

The Company's management team, led by Chairman Nathan Leight and CEO Neal Yanofsky, emphasizes their extensive experience in identifying, evaluating, and consummating business combinations, particularly within the SPAC context, as a positive factor for potential target sellers. Mr. Leight has served as chairman for three other blank check companies that completed business combinations: Aldabra 1 (merged with GLDD), Aldabra 2 (acquired Boise Cascade assets to form Boise, Inc.), and Terrapin 3 (business combination with Yatra Online Inc.) ⁵⁸. Other key personnel, including CFO Irina O’Berry, General Counsel Stephen Schifrin, and CTO Robert Plotkin, also have prior SPAC experience with Terrapin 3, Aldabra 1, and Aldabra 2 ⁵⁹. The management team's strategic priorities are focused on identifying high-growth businesses with proven or potential transnational operations or outlooks, where they believe they can drive ongoing value creation post-acquisition ⁶⁰. They intend to seek targets with positive operating cash flow, significant assets, and experienced management teams that can capitalize on socio-economic and demographic trends, underexploited intellectual property, competitive advantages, fundamental changes in competitive dynamics, and technology disruption, or large and mature private equity-backed companies seeking liquidity ⁶¹. Management acknowledges that their expertise does not guarantee a successful initial business combination and that they are not required to devote full-time to the Company's affairs, potentially leading to conflicts of interest due to their involvement in other businesses ⁶².