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 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 objective after an initial business combination is to implement or support the acquired company's operating strategies to generate additional shareholder value, potentially through further acquisitions and operational improvements ³. The Company intends to seek an initial business combination with a target company having an enterprise value between $500 million and $2 billion, though smaller or larger entities may be considered ⁴.

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 then using those proceeds to acquire an existing operating business. Revenue generation is not expected until after the completion of an initial business combination ⁵. The Company's primary customer segments are not applicable as it is a blank check company seeking an acquisition. The business model is transactional, focused on a single, significant acquisition rather than recurring income from operations.

For the period from July 24, 2025 (inception) through December 31, 2025, the Company reported a net loss of $78,082 ⁶. This loss was primarily due to formation, general, and administrative expenses totaling $78,082 ⁷. As of December 31, 2025, the Company had cash of $23,583 ⁸ and a working capital deficit of $314,563 ⁹. The Company had no operating revenues during this period ¹⁰.

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 an offering price of $10.00 per unit, generating gross proceeds of $300,150,000 ¹¹. 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 ¹². Of these, the Sponsor purchased 3,126,666 private placement warrants and the underwriters purchased 1,740,000 private placement warrants ¹³. A total of $300,150,000 from the net proceeds of the IPO and private placement was placed in a Trust Account ¹⁴. 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 ¹⁵.

During the period from July 24, 2025 (inception) through December 31, 2025, net cash used in operating activities was $33,711 ¹⁶. This was influenced by the net loss of $78,082 ¹⁷, a $20,000 payment of general and administrative costs through a promissory note from a related party ¹⁸, an increase in accounts payable of $11,246 ¹⁹, and an increase in accrued expenses of $13,125 ²⁰. Net cash provided by financing activities for the same period was $57,294 ²¹, resulting from $180,000 in proceeds from a related-party promissory note ²², offset by $122,706 in payments for deferred offering costs ²³. As of December 31, 2025, the outstanding balance under the promissory note was $200,000 ²⁴, which was fully settled simultaneously with the closing of the IPO ²⁵.

The Company intends to utilize substantially all of the funds held in the Trust Account, including any interest earned thereon (less taxes payable), to complete its initial business combination ²⁶. If the Company's share capital or debt is used as consideration for the business combination, the remaining proceeds in the Trust Account will serve as working capital for the target business's operations, future acquisitions, and growth strategies ²⁷. 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 ²⁸.

The Company does not anticipate needing to raise additional funds for its operating expenditures ²⁹. However, if the estimated costs for identifying a target, performing due diligence, and negotiating a business combination are less than actual needs, the Company may face insufficient funds for operations prior to a business combination ³⁰. Additional financing may also be required to complete a business combination or if a significant number of public shares are redeemed, potentially leading to the issuance of additional securities or incurring debt ³¹. The Sponsor, or certain officers and directors or their affiliates, may loan funds up to $1,500,000 to finance transaction costs, which may be convertible into private placement warrants at $1.50 per warrant upon completion of a business combination ³².

The Company has until January 23, 2028, which is 24 months from the closing of the Initial Public Offering, to complete a business combination ³³. If the Company 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 ³⁴. If an extension is sought, public shareholders will have the opportunity to redeem their shares at a per-share price equal to the aggregate amount in the Trust Account, including interest (less taxes payable and up to $100,000 for dissolution expenses), divided by the number of outstanding public shares ³⁵. The Company does not expect to extend the time period beyond 36 months from the IPO closing ³⁶.

The Company's management team will continue to assess factors related to its potential status under the Investment Company Act. To mitigate the risk of being deemed an investment company, the Company may instruct the trustee to liquidate investments in the Trust Account and hold funds in cash or an interest-bearing demand deposit account at a bank ³⁷. This action would likely result in less interest earned on the funds in the Trust Account, potentially reducing the dollar amount public shareholders receive upon redemption or liquidation ³⁸.

The Company faces several material risks, including the inherent uncertainty of being a blank check company with no operating history or revenues, making it difficult for investors to evaluate its ability to achieve its business objective ³⁹. There is a significant risk that public shareholders may not have an opportunity to vote on a proposed initial business combination, and even if a vote is held, the founder shares held by initial shareholders and management, representing 20% of outstanding ordinary shares ⁴⁰, will participate, potentially leading to a business combination being approved without majority public shareholder support ⁴¹. The ability of public shareholders to redeem their shares for cash may make the Company's financial condition unattractive to potential targets, and a large number of redemptions could prevent the Company from meeting minimum cash requirements for a transaction, or substantially dilute non-redeeming shareholders ⁴². The deferred underwriting commissions of $12,789,000 ⁴³ will not be adjusted for redemptions, further diluting the per-share value for non-redeeming shareholders ⁴⁴. The 24-month completion window ⁴⁵ may give target businesses leverage in negotiations and limit due diligence time, potentially leading to less favorable terms ⁴⁶. Geopolitical conditions, such as the Russia-Ukraine conflict and Middle East/Southwest Asia conflicts, could adversely affect the search for a target and the operations or financial condition of potential target companies ⁴⁷. The Company may be deemed an investment company under the Investment Company Act, which could impose burdensome compliance requirements and restrict activities, making it difficult to complete a business combination ⁴⁸. If the Company fails to complete a business combination, public shareholders may receive only their pro rata portion of the funds in the trust account, and warrants will expire worthless ⁴⁹.

Management's message emphasizes the Company's structure as an attractive alternative to a traditional IPO for target businesses, offering flexibility in consideration and a potentially more expeditious and cost-effective path to becoming a public company ⁵⁰. They highlight the management team's experience in identifying, evaluating, and consummating business combinations, citing past successes with other blank check companies ⁵¹. Strategic priorities include focusing on high-growth businesses with proven or potential transnational operations, leveraging the management team's network and experience, and seeking targets where there is an opportunity to drive ongoing value creation post-acquisition ⁵². Management intends to seek an initial business combination with a company that has an enterprise value of between $500 million and $2 billion ⁵³. The Company has until January 23, 2028, to complete its initial business combination ⁵⁴.