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 target business and has not initiated any substantive discussions with potential targets ². Its business model is to identify and acquire a target company, then implement or support the acquired company's operating strategies to generate additional value for shareholders, potentially through further acquisitions and operational improvements 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. The Company's efforts to identify a prospective target business are not limited to a particular industry or geographic region ⁵.

The Company's core business model is that of a Special Purpose Acquisition Company (SPAC), which involves raising capital through an Initial Public Offering (IPO) and a private placement, placing the majority of these proceeds into a trust account, and then using these funds to acquire an existing operating business. Revenue generation is not expected until after the completion of an initial business combination ⁶. The primary customer segments are not applicable as the Company is a blank check company seeking an acquisition. The Company's structure offers a target business an alternative to a traditional IPO, potentially providing a more expeditious and cost-effective method to becoming a public company ⁷.

For the period from July 24, 2025 (inception) through December 31, 2025, the Company reported a net loss of $78,082 ⁸. As of December 31, 2025, the Company had cash of $23,583 ⁹ and a working capital deficit of $314,563 ¹⁰. Total assets were $285,064 ¹¹, and total liabilities were $338,146 ¹². The shareholder's deficit amounted to $(53,082) ¹³, comprising Class B ordinary shares of $750 ¹⁴, additional paid-in capital of $24,250 ¹⁵, and an accumulated deficit of $(78,082) ¹⁶. Basic and diluted net loss per Class B ordinary share was $(0.01) ¹⁷, based on 6,525,000 weighted average Class B shares outstanding ¹⁸.

Subsequent to the reporting period, on January 23, 2026, 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 ¹⁹. Simultaneously, a private placement of 4,866,666 private placement warrants was completed at $1.50 per warrant, generating gross proceeds of $7,300,000 ²⁰. Of these, the Sponsor purchased 3,126,666 warrants ²¹ and the underwriters purchased 1,740,000 warrants ²². A total of $300,150,000 from the net proceeds of the IPO and private placement was placed in a Trust Account ²³. Total transaction costs amounted to $18,350,595 ²⁴, consisting of $5,220,000 in cash underwriting fees ²⁵, $12,789,000 in deferred underwriting fees ²⁶, and $341,595 in other offering costs ²⁷.

During the period from July 24, 2025 (inception) through December 31, 2025, net cash used in operating activities was $33,711 ²⁸. This was primarily driven by a net loss of $78,082 ²⁹, partially offset by a $20,000 payment of general and administrative costs through a promissory note ³⁰, an increase in accounts payable of $11,246 ³¹, and an increase in accrued expenses of $13,125 ³². Net cash provided by financing activities was $57,294 ³³, resulting from $180,000 in proceeds from a related-party promissory note ³⁴, offset by $122,706 in payments for deferred offering costs ³⁵.

The Company's operational developments during the reported period were limited to organizational activities and preparations for its IPO ³⁶. No product launches, acquisitions, or partnerships were undertaken as the Company is a blank check company. The Company incurred formation, general and administrative expenses of $78,082 ³⁷.

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 ³⁸. If share capital or debt is used as consideration for the Business Combination, the remaining proceeds in the Trust Account will be allocated as working capital for the target business's operations, other acquisitions, and growth strategies ³⁹. Funds held outside the Trust Account are primarily designated for identifying and evaluating target businesses, conducting due diligence, travel, reviewing corporate documents, and structuring and completing a Business Combination ⁴⁰.

The Company's primary growth area is the successful identification and consummation of an initial business combination with a target company that has an enterprise value between $500 million and $2 billion ⁴¹. The Company's objective post-combination is to implement or support the acquired company's operating strategies to generate additional shareholder value, which may include further acquisitions and operational improvements ⁴². The Company's management team believes its experience, reputation, and network will enable it to identify high-growth businesses with proven or potential transnational operations or outlooks ⁴³. The Company has until January 23, 2028, which is 24 months from the closing of the IPO, to complete a Business Combination ⁴⁴.

Regarding margin trajectory and cost structure, the Company does not expect to generate operating revenues until after the completion of its initial business combination ⁴⁵. Post-IPO, it will generate non-operating income from interest on marketable securities in the Trust Account ⁴⁶. The Company anticipates incurring expenses as a public company for legal, financial reporting, accounting, and auditing compliance, as well as for due diligence expenses related to its acquisition plans ⁴⁷. The Sponsor has agreed to loan the Company funds up to $1,500,000 ⁴⁸ to finance transaction costs in connection with a business combination, which may be convertible into private placement warrants at $1.00 per warrant ⁴⁹.

The Company's capital allocation plans include using the net proceeds from the IPO and private placement for its initial business combination. The Trust Account holds $300,150,000 ⁵⁰. The Company will reimburse its Sponsor $30,000 per month for office space, utilities, and administrative support until the completion of a business combination or liquidation ⁵¹. The underwriters are entitled to a deferred underwriting fee of $12,789,000 ⁵², payable from the Trust Account upon completion of a Business Combination ⁵³. The holders of Founder Shares, Private Placement Warrants, and private placement-equivalent warrants from working capital loans have registration rights, with the Company bearing the expenses of registering these securities ⁵⁴.

The Company faces structural headwinds and execution risks, including intense competition from other entities, such as private investors and other SPACs, for attractive target businesses, which could lead to increased demand for improved financial terms ⁵⁵. The ability of public shareholders to redeem their shares for cash may make the Company's financial condition unattractive to potential targets, potentially hindering the completion of a business combination ⁵⁶. If too many public shareholders exercise redemption rights, the Company might not meet minimum cash requirements for a closing condition, forcing it to restructure or abandon a transaction ⁵⁷. The deferred underwriting compensation of $12,789,000 ⁵⁸ will not be adjusted for redemptions, which could dilute the per-share value for non-redeeming shareholders ⁵⁹. The requirement to complete a business combination within 24 months ⁶⁰ may give target businesses leverage in negotiations and limit due diligence time ⁶¹. Geopolitical conditions, such as the Russia-Ukraine conflict and Middle East tensions, could adversely affect the search for a target and the operations or financial condition of potential targets ⁶².

The Company faces material risks including intense competition for business combination opportunities from other SPACs and private investors, which could lead to increased costs or an inability to find a suitable target ⁶³. The ability of public shareholders to redeem their shares for cash may make the Company's financial condition unattractive to potential targets, potentially preventing the completion of a business combination if minimum cash requirements are not met ⁶⁴. The deferred underwriting commissions of $12,789,000 ⁶⁵ will not be adjusted for redemptions, potentially diluting the investment of non-redeeming shareholders ⁶⁶. The Company has a 24-month deadline from the IPO closing (January 23, 2028) to complete a business combination ⁶⁷, which could give target businesses leverage in negotiations and limit due diligence time ⁶⁸. Geopolitical instability, such as the ongoing Russia-Ukraine conflict and Middle East tensions, could lead to market disruptions, volatility in capital markets, supply chain interruptions, and increased cyber-attacks, adversely affecting the Company's search for a target or the operations of a post-combination business ⁶⁹. Changes in laws or regulations, particularly the SEC's new SPAC Rules, may increase costs and time needed to complete a business combination and could lead to the Company being deemed an investment company, imposing burdensome compliance requirements or restricting its activities ⁷⁰. If the Company is deemed an investment company, it may be forced to liquidate, resulting in public shareholders receiving only approximately $10.00 per share ⁷¹ and warrants expiring worthless ⁷². The nominal purchase price of $0.003 per share ⁷³ paid by initial shareholders for founder shares may result in significant dilution to public shareholders upon a business combination, and initial shareholders are likely to make a substantial profit even if the trading price of ordinary shares declines ⁷⁷.

Management's message emphasizes their extensive experience in identifying, evaluating, and consummating business combinations, citing prior successes with Aldabra 1, Aldabra 2, and Terrapin 3 ⁷⁸. They believe this experience will be a positive factor for potential target sellers ⁷⁹. The Company's strategic priorities are centered on identifying a high-growth business with an enterprise value between $500 million and $2 billion ⁸⁰, implementing operational improvements post-acquisition, and potentially pursuing additional acquisitions ⁸¹. Management acknowledges that their network and experience do not guarantee a successful initial business combination ⁸². They also highlight that officers and directors are not required to devote full-time to the Company's affairs and may have conflicts of interest due to other business endeavors ⁸³. The Company will reimburse its sponsor $30,000 per month ⁸⁴ for administrative services, and up to $1,500,000 ⁸⁵ in working capital loans from the sponsor or affiliates may be converted into private placement warrants at $1.50 per warrant ⁸⁶ upon a business combination.