Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
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As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective, Accordingly, management believes that the financial statements included in this Annual Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented.
Management’s Report on Internal Controls Over Financial Reporting
This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
N o n e .
Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
None.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Officers and Directors
Our officers and directors are as follows:
Name
Age
Position
Nathan Leight
66
Chairman of the Board
Neal Yanofsky
68
Chief Executive Officer and Director
Irina O’Berry
44
Chief Financial Officer
Stephen Schifrin
43
General Counsel and Corporate Secretary
Robert Plotkin
62
Chief Technology Officer
Ana Dutra
61
Director
Jonathan Intrater
68
Director
Carl Schecter
66
Director
Nathan Leight has served as our director since our inception in July 2025 and as our Chairman since August 2025. Mr. Leight has been the senior managing member of Terrapin Partners, LLC (“Terrapin Partners”), since 1998. He is also chairman and chief investment officer of Terrapin Asset Management, LLC (“Terrapin Asset Management”) as well as chairman of its specialty finance lending affiliate, Terrapin Lending Company. Mr. Leight is also chairman and founder of The Juice LLC (“The Juice”), an interactive software-as-a-service education technology and media platform driven by human ingenuity and supported by artificial intelligence. From 2014 to 2016, Mr. Leight was chairman of Terrapin 3 Acquisition Corporation (“Terrapin 3”), a blank check company that raised approximately $212.8 million of gross proceeds in its initial public offering and later consummated a business combination with Yatra Online Inc. (Nasdaq: YTRA), the largest India-based travel management company (“Yatra”). Mr. Leight served as chairman of Aldabra 2 Acquisition Corp. (“Aldabra 2”), another blank check company which raised $414 million of gross proceeds in its 2007 initial public offering and later acquired the paper and packaging assets of Boise Cascade, LLC to form Boise, Inc. in a transaction valued at more than $1.6 billion. Mr. Leight served as a director of Boise, Inc. for five years, from 2007 to 2012. Mr. Leight was chairman of Aldabra Acquisition Corporation (“Aldabra 1”), a blank check company that raised $55.2 million of gross proceeds in its 2005 initial public offering and later merged with and into affiliates of Great Lakes Dredge & Dock Corporation (Nasdaq: GLDD), the largest provider of dredging services in North America (“GLDD”), in a transaction valued at more than $400 million. Mr. Leight initially served as a director of the company following the business combination, and served as chairman from 2011 to October 2015. From 2009 to 2011, Mr. Leight served on the board of TradeStation Group, Inc., now a wholly-owned subsidiary of Monex Group, Inc. (Tokyo Stock Exchange: 8698). Previously, from 1995 to 1998, Mr. Leight was the chief investment officer of Gabriel Capital LP, managing more than $1 billion. Gabriel Capital specialized in bankruptcies, under-valued securities, emerging markets, private equity and merger arbitrage. Prior to joining Gabriel Capital, from 1991 to 1995 Mr. Leight established and oversaw the proprietary trading department at Dillon Read & Co. Inc., which specialized in bankruptcy and distressed situations as well as risk arbitrage. Mr. Leight graduated cum laude from Harvard College.
Neal Yanofsky has served as our Chief Executive Officer and one of our directors since August 2025. Mr. Yanofsky has been an independent consultant to chief executives in the retail, consumer services, and restaurant industries, and to private equity and venture capital firms, since 2012. In this capacity, he has advised on transactions and portfolio companies’ strategy for sponsors including L Catterton, JANA Partners, AEA Investors, General Catalyst, and Leon Capital. Prior to launching his advisory practice, Mr. Yanofsky served as president of the international division of Dunkin’ Brands during 2011 and from 2003 to 2008 as executive vice president, and then president, of Panera Bread Company. In addition to his operating experience, Mr. Yanofsky was at Fidelity Ventures, the venture capital arm of Fidelity Investments, from 1990 to 1999, where he established and lead a team investing in early-stage healthcare technology companies. Mr. Yanofsky has served on over two dozen boards over the last 35 years. He is currently a director of Lifespace Communities, Inc. (former chair). Mr. Yanofsky earned his A.B. from Harvard College and his M.B.A. from Harvard Business School, and was a post-graduate fellow at London School of Economics and Political Science.
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Irina O’Berry has served as our Chief Financial Officer since August 2025. Ms. O’Berry has served as chief financial officer of Terrapin Partners, Terrapin Asset Management, and TICO Management Company, LP for over a decade. She oversees financial operations across multiple investment platforms, including hedge funds, direct lending funds, as well as portfolio companies in the education technology space, and other affiliated management entities. While at Terrapin, Ms. O’Berry also served as head of finance for Terrapin 3, for which she led financial reporting and analysis from the company’s initial public offering through its business combination with Yatra. Prior to joining Terrapin in 2010, she was a member of the Alternative Investments Audit Group at Marcum LLP from 2007 to 2010, and from 2006 to 2007, held audit and tax roles at Farkouh Furman and Faccio LLP, a New York-based public accounting firm. Earlier in her career, from 2005 to 2006, Ms. O’Berry was a business analyst at Accenture LLP. Ms. O’Berry holds a B.A. in Accounting from the Zicklin School of Business at Baruch College. She is a Certified Public Accountant (CPA) and a Certified Global Management Accountant (CGMA).
Stephen Schifrin has served as our General Counsel and Corporate Secretary since August 2025. Mr. Schifrin has served as general counsel of Terrapin Partners since 2011. Mr. Schifrin is also general counsel and chief compliance officer of Terrapin Asset Management, managing alternative investments for high-net-worth individuals and institutions, and its affiliated specialty finance lending company, TICO Management Company, LP. Mr. Schifrin serves as general counsel for The Juice. Mr. Schifrin served as corporate secretary for Terrapin 3 from its initial public offering in July 2014 through its business combination with Yatra in December 2016. Mr. Schifrin was appointed as a director of Yatra in May 2021. Mr. Schifrin was a director of Legacy Bank of Florida from 2014 through its acquisition by Seacoast Bank of Florida (Nasdaq: SBCF) in August 2021. Mr. Schifrin earned his J.D. from the University of Texas School of Law and interned for the Honorable Diana Saldaña, in the U.S. District Court for the Southern District of Texas. Mr. Schifrin earned his B.A. in political science from the University of California, Santa Barbara. He is a member of the State Bar of California.
Robert Plotkin has served as our chief technology officer since November 2025. Mr. Plotkin has served as chief technology officer at Terrapin Partners since 2002. Mr. Plotkin brings extensive experience in SPAC due diligence and operations, having served as chief technology officer of Aldabra 1, Aldabra 2, and Terrapin 3. In his role at Terrapin Partners, he has conducted comprehensive due diligence across all investment stages, including operations, technology, management, and financial analysis for venture and private equity investments, and supported the research and successful closing of mergers for three publicly traded blank check companies. Mr. Plotkin holds an MS in Computer Science from Polytechnic Institute of NYU and a BS in Electrical Engineering from Columbia University, and is the holder of four patents. His diverse background spans technology leadership roles at IBM T.J. Watson Research Center and various technology companies, providing him with deep expertise in both technical and financial analysis essential for evaluating complex business combinations.
Ana Dutra has served on our board of directors since January, 2026. Ms. Dutra is the chief executive officer of Mandala Global Advisors LLC, a global board and management advisory company accelerating business growth through innovation, globalization, and turnaround strategies, which she founded in 2013. She was previously chief executive officer of The Executives’ Club of Chicago, a world-class senior executives organization focused on the development, innovation, and networking of current and future business and community leaders from 2014 to 2018. From 2007 to 2013, she was a proxy officer and chief executive officer of Korn Ferry Consulting (NYSE: KFY). Ms. Dutra currently serves on the boards of leading energy transportation service provider Pembina Pipeline (NYSE: PBA) and e-commerce automotive services company Carparts.com (Nasdaq: PRTS). Ms. Dutra also serves on the boards of two privately held companies: E. Leon Jimenes, SA beginning May 2022, and Lifespace Communities, Inc., beginning in 2015. Previously, from January 2022 to May 2024, Ms. Dutra served on the board of Amyris (Nasdaq: AMRS), the first global synthetic biotechnology company, and from 2019 to until its sale in October 2021 Ms. Dutra served on the board of Harvest Inc. Ms. Dutra also has meaningful experience guiding public companies with complex structures through change in global markets. From 2019 to May 2022, she was the first dual citizen (Brazil/US) on the board of Eletropar (B3: LIPR3), the publicly traded privatization division of Eletrobras (NYSE: EBR), the largest utility in Latin America. Ms. Dutra also provides governance oversight in highly regulated financial services industries, serving on the boards of CME Group from 2015 to May 2023, and First Internet Bancorp (Nasdaq: INBK) from 2018 to December 2023. Ms. Dutra previously served on the boards of three privately held companies: M. Holland Company from 2019 to 2023, Sparq from 2022 to 2023, and Greeley and Hansen LLC from 2013 to 2021. Ms. Dutra was a P&L Leader at Accenture (NYSE: ACN) from 2005 to 2008, and a senior executive at IBM, CSC, and Marsh & McLennan. Ms. Dutra holds an M.B.A. from Kellogg at Northwestern University, a Masters in Economics from Pontificia Universidade Catolica do Rio de Janeiro, and a Juris Doctor from Universidade Federal do Rio de Janeiro.
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Jonathan Intrater has served on our board of directors since January, 2026. Mr. Intrater is a managing director in the investment banking department at Ladenburg, Thalmann & Co., Inc., which he joined in 1998. His broad transactional experience over the past 30 years of investment banking encompasses over $10 billion in public equity and high-yield note offerings, private placements of debt and equity securities, merger advisory transactions, and various debt restructuring assignments. From September 2019 to August 2021, he served as a member of the board and chairman of the audit committee of GreenVision Acquisition Corp., a blank check company that completed its business combination in August 2021. From November 2021 to October 2022 he was chief executive officer and chairman of Mana Capital Acquisition Corp., another blank check company which completed its business combination with Cardio Diagnostics in October 2022. Prior to joining Ladenburg Thalmann, he served as a managing director at the Brenner Securities Corporation from 1982 to 1989 and a senior vice president at BIA/Frazier, Gross & Kadlec, the nation’s largest telecommunications valuation firm from 1982 to 1989. Mr. Intrater holds an MBA from Vanderbilt University and a BA from the University of Pennsylvania.
Carl Schecter has served on our board of directors since January 2026. Mr. Schecter has led his family office since 2015, overseeing a diversified portfolio of equity strategies. He has served on the advisory board of Parkside Scientific, a privately held biotechnology company using epigenomics to develop therapies for cancer and inflammatory diseases, since 2018. From 1980 to 2015, Mr. Schecter spent 35 years on Wall Street as a risk arbitrage and event-driven portfolio manager at firms including Schecter Capital (2012-2014), Diamondback Securities (2007-2012), Nomura Securities International (1998-2007), and NatWest Bank (1994-1997). From 1983 to 1994, Mr. Schecter served as Head of Research at Andco Securities, a family office, where he also became a general partner of RJ Scheuer & Co. He began his career at L.F. Rothschild as a utilities and semiconductor analyst and later as an options trader in the firm’s risk arbitrage department, from 1980 to 1983. His philanthropic affiliations include Families for Safe Streets, The Good Dog Foundation, Riverside Park Conservancy, and a variety of arts and educational organizations. Mr. Schecter graduated cum laude from Yale University in 1980 with a BA in Mathematics.
Number and Terms of Office of Officers and Directors
Our board of directors consists of five members and is divided into three classes with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. Prior to the closing of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment and removal of directors or continuing the company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of our public shares will not be entitled to vote on such matters during such time. These provisions of our amended and restated memorandum and articles of association relating to these rights of holders of Class B ordinary shares may be amended by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of our initial business combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, which will consist of Nathan Leight and Neal Yanofsky, will expire at our first annual general meeting. The term of office of the second class of directors, which will consist of Ana Dutra and Jonathan Intrater, will expire at the second annual general meeting. The term of office of the third class of directors, which will consist of Carl Schecter, will expire at the third annual general meeting.
Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to vote to appoint officers as it deems appropriate pursuant to our amended and restated memorandum and articles of association.
Committees of the Board of Directors
Our board of directors established two standing committees: an audit committee and a compensation committee. Subject to phase-in rules, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Each committee will operate under a charter that will be approved by our board and will have the composition and responsibilities described below.
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Audit Committee
Our board of directors has established an audit committee of the board of directors. Ana Dutra, Jonathan Intrater and Carl Schecter serve as the members of our audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have three members of the audit committee, all of whom must be independent. Ana Dutra, Jonathan Intrater and Carl Schecter are each independent.
Jonathan Intrater serves as the chair of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that Mr. Intrater qualifies as an “audit committee financial expert” as defined in applicable SEC rules.
We have adopted an audit committee charter, which details the principal functions of the audit committee, including:
● assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us;
● pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm have with us in order to evaluate their continued independence;
● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;
● meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and
● reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.
Compensation Committee
Our board of directors established a compensation committee of our board of directors. The members of our compensation committee are Ana Dutra, Jonathan Intrater and Carl Schecter. Ana Dutra serves as chair of the compensation committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have a compensation committee of at least two members, all of whom must be independent. Ana Dutra, Jonathan Intrater and Carl Schecter are each independent. We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:
● reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer’s based on such evaluation;
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● reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other officers;
● reviewing our executive compensation policies and plans;
● implementing and administering our incentive compensation equity-based remuneration plans;
● assisting management in complying with our proxy statement and annual report disclosure requirements;
● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;
● producing a report on executive compensation to be included in our annual proxy statement; and
● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.
Director Nominations
We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605(e) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by our board of directors. Our board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are Ana Dutra, Jonathan Intrater and Carl Schecter. In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place.
The board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that wish to nominate a director for appointment to our board of directors should follow the procedures set forth in our amended and restated memorandum and articles of association.
We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors.
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Code of Ethics
We have adopted a Code of Ethics applicable to our directors, officers and employees (if any). We have filed a copy of our Code of Ethics as an exhibit to the registration statement of which this prospectus forms a part. You will be able to review this document by accessing our public filings at the SEC’s website at www.sec.gov . In addition, a copy of the Code of Ethics and the charters of the committees of our board of directors will be provided without charge upon request from us. See the section of this prospectus entitled “ Where You Can Find Additional Information .” If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or Nasdaq rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into this Form S-1 or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.
Conflicts of Interest
Under Cayman Islands law, directors and officers owe the following fiduciary duties:
● duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;
● duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;
● duty to not improperly fetter the exercise of future discretion;
● duty to exercise authority for the purpose for which it is conferred and a duty to exercise powers fairly as between different sections of shareholders;
● duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and
● duty to exercise independent judgment.
In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge, skill and experience of that director.
As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position at the expense of the company. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the memorandum and articles of association or alternatively by shareholder approval at general meetings. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. As a result, the fiduciary duties or contractual obligations of our officers or directors could materially affect our ability to complete our initial business combination.
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Below is a table summarizing the entities to which our officers and directors currently have fiduciary duties or contractual obligations:
Individual
Entity
Entity’s Business
Affiliation
Nathan Leight
Terrapin Partners, LLC (and affiliated entities)
Asset management
Senior Managing Member
The Juice LLC
Education software
Chairman
Neal Yanofsky
Lifespace Communities, Inc.
Retirement communities
Director
Irina O’Berry
Terrapin Partners, LLC (and affiliated entities)
Asset management
Chief Financial Officer
The Juice LLC
Education software
Chief Financial Officer
Stephen Schifrin
Terrapin Partners, LLC (and affiliated entities)
Asset management
General Counsel
The Juice LLC
Education software
General Counsel
Yatra Online Inc
Travel management
Director
Robert Plotkin
Terrapin Partners, LLC (and affiliated entities)
Asset management
Chief Technology Officer
Individual
Entity
Entity’s Business
Affiliation
Individual
Entity
Entity’s Business
Affiliation
Ana Dutra
Mandala Global Advisors LLC
Board and management advisory
Chief Executive Officer
Pembina Pipeline
Energy transportation services
Director
Carparts.com
E-commerce auto services
Director
E. Leon Jimenes, SA
Consumer goods
Director
Lifespace Communities, Inc.
Retirement communities
Director
Jonathan Intrater
Ladenburg, Thalmann & Co., Inc.
Investment bank
Managing Director
Carl Schecter
Schecter Family Investments, LLC
Family office
Chief Executive Officer
In addition, our sponsor and our officers and directors may sponsor or form other SPACs similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other SPAC with which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target, which could materially affect our ability to complete our initial business combination.
We do not believe that any potential conflicts would materially affect our ability to identify a suitable target and to consummate our initial business combination, as we believe there are multiple potential opportunities within the industries and geographies of our primary focus.
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Potential investors should also be aware of the following other potential conflicts of interest:
● Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs.
● Our initial shareholders purchased founder shares prior to the date of this prospectus, and our sponsor will purchase private placement warrants in a transaction that will close simultaneously with the closing of this offering. Our initial shareholders, officers and directors have entered into letter agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they may hold in connection with the completion of our initial business combination. Additionally, our initial shareholders, officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the prescribed time frame, although they will be entitled to liquidating distributions from assets outside the trust account. If we do not complete our initial business combination within the prescribed time frame, the private placement warrants will expire worthless. Furthermore, our initial shareholders, officers and directors have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of our initial business combination or (ii) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lock-up. The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable until 30 days following the completion of our initial business combination. Accordingly, our officers and directors who directly or indirectly own our securities may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.
● Our initial shareholders and members of our management team will directly or indirectly own our securities following this offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Upon the closing of the Initial Public Offering, our initial shareholders have invested in us an aggregate of $4,715,000, comprised of the $25,000 purchase price for the founder shares (or approximately $0.003 per share) and the $4,690,000 purchase price for the private placement warrants (or $1.50 per warrant, and excluding private placement warrants to be acquired by Cantor), which may be exercised on a cashless basis and result in material dilution to our public shareholders. Accordingly, our management team or our initial shareholders may be more willing to pursue a business combination with a riskier or less-established target business than would be the case if our initial shareholders had paid the same per share price for the founder shares as our public shareholders paid for their public shares in this offering or if the private placement warrants could not be exercised on a cashless basis.
● Certain members of our management team may receive compensation upon consummation of our initial business combination, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such compensation will not be received unless we consummate such business combination.
● Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.
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● In the event our sponsor or an affiliate of our sponsor or certain of our officers and directors provide loans to us to finance transaction costs and/or incur expenses on our behalf in connection with an initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such loans may not be repaid and/or such expenses may not be reimbursed unless we consummate such business combination.
● Similarly, if we agree to pay our initial shareholders, officers or directors, or our or their affiliates, a finder’s fee, advisory fee, consulting fee or success fee in order to effectuate the completion of our initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as any such fee may not be paid unless we consummate such business combination.
● We are not prohibited from pursuing an initial business combination with a company that is affiliated with our initial shareholders, officers or directors, non-managing sponsor investors or any of their respective affiliates, or completing the business combination through a joint venture or other form of shared ownership with our initial shareholders, officers or directors, non-managing sponsor investors or any of their respective affiliates; accordingly, such affiliated person(s) may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such affiliated person(s) would have interests different from our public shareholders and would likely not receive any financial benefit unless we consummated such business combination.
We are not prohibited from pursuing an initial business combination with a company that is affiliated with our initial shareholders, officers or directors, non-managing sponsor investors or any of their respective affiliates, or completing the business combination through a joint venture or other form of shared ownership with our initial shareholders, officers or directors, non-managing sponsor investors or any of their respective affiliates. In the event we seek to complete our initial business combination with a company that is affiliated (as defined in our amended and restated memorandum and articles of association) with our initial shareholders (including their respective members), officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.
Prior to or in connection with the completion of our initial business combination, there may be payment by the company to our initial shareholders, officers or directors, or our or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial business, which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account.
We cannot assure you that any of the above mentioned conflicts will be resolved in our favor.
In the event that we submit our initial business combination to our public shareholders for a vote, our initial shareholders, officers and directors have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the business combination transaction. The non-managing sponsor investors are not required to (i) hold any units, Class A ordinary shares or public warrants they may purchase in this offering or thereafter for any amount of time, (ii) vote any Class A ordinary shares they may own at the applicable time in favor of our initial business combination or (iii) refrain from exercising their right to redeem their public shares at the time of our initial business combination. The non-managing sponsor investors will have the same rights to the funds held in the trust account with respect to the Class A ordinary shares underlying the units they may purchase in this offering as the rights afforded to our other public shareholders. However, if the non-managing sponsor investors purchase or otherwise hold a substantial number of our units, then the non-managing sponsor investors will potentially have different interests than our other public shareholders in approving our initial business combination and otherwise exercising their rights as public shareholders because of their indirect ownership of founder shares as further discussed in this prospectus.
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Limitation on Liability and Indemnification of Officers and Directors
Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, actual fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association provide that our officers and directors will be indemnified by us to the fullest extent permitted by law, as it now exists or may in the future be amended, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We expect to purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.
Our officers and directors have agreed, and any persons who may become officers or directors prior to the initial business combination will agree, to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination.
Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.
We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Other SPAC Experience
Members of our management team and board have served in management and on the boards of six other blank check companies, all of which completed business combinations. Nathan Leight served as chairman of Aldabra 1, which completed a merger with affiliates of and into GLDD in 2006. Robert Plotkin served as a key member of the team for Aldabra 1. None of Aldabra 1’s public shares were redeemed in connection with the consummation of the business combination. Shares of GLDD trade on the Nasdaq Stock Market, with a closing price of $13.51 on December 22, 2025.
Mr. Leight later served as chairman of Aldabra 2, which completed a merger in 2008 with certain paper and packaging businesses of Boise Cascade Company. The resulting company was subsequently listed on the New York Stock Exchange as Boise, Inc., which was subsequently acquired by Packaging Corporation of America in October 2013. Mr. Plotkin served as a key member of the team for Aldabra 2. Aldabra 2 experienced redemptions of 12,347,427 public shares in connection with the consummation of its business combination.
Mr. Leight served as the chairman of Terrapin 3 from its initial public offering in 2014 until its business combination with Yatra in 2016. Mr. Plotkin, Irina O’Berry, and Stephen Schifrin served as key members of the team for Terrapin 3. Terrapin 3 experienced aggregate redemptions of 11,336,888 public shares in connection with an extension of its deadline to consummate an initial business combination in July 2016, and experienced additional aggregate redemptions of 5,143,697 public shares in connection with the consummation of its business combination with Yatra. Shares of Yatra trade on the Nasdaq Stock Market, with a closing price of $1.40 on December 22, 2025.
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Jonathan Intrater currently serves as a director of Voyager Acquisition Corp., which announced its business combination transaction with VERAXA Biotech AG in April 2025. Mr. Intrater served as chairman and chief executive officer of Mana Capital Acquisition Corp., which completed its business combination with Cardio Diagnostics in October 2022. Mana Capital Acquisition Corp. experienced redemptions of 12,347,427 public shares in connection with the consummation of its business combination. Shares of Cardio Diagnostics trade on the Nasdaq Stock Market, with a closing price of $3.50 on December 22, 2025. Mr. Intrater served as a director and chairman of the audit committee of GreenVision Acquisition Corp, which completed a merger with Helbiz, Inc. (now micromobility.com Inc.) in August 2021. GreenVision Acquisition Corp. experienced aggregate redemptions of 3,838,447 public shares in connection with an extension of its deadline to consummate an initial business combination in May 2021, and experienced additional redemptions of 1,615,502 public shares in connection with the consummation of its business combination. Shares of micromobility.com Inc. trade on the OTCQB, with a closing price of $0.011 on December 22, 2025. In addition, Mr. Intrater has been actively involved in underwriting SPAC IPOs since 2003.
We believe that potential sellers of target businesses will view the fact that our management team has negotiated and entered into business combination agreements as a positive factor in considering whether or not to enter into a business combination with us. However, past performance of our management team, Terrapin or its affiliates is not a guarantee of either the ability to successfully identify and consummate an initial business combination or the success of the resulting company. You should not rely on the historical record of management or Terrapin or its affiliates as indicative of future performance. See “Risk Factors — General Risk Factors — Past performance by our management team and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in the company.”
Our officers and directors may have conflicts of interest with other entities to which they owe fiduciary or contractual obligations with respect to initial business combination opportunities. For a list of our officers and directors and entities for which a conflict of interest may or does exist between such persons and us, as well as the priority and preference that such entity has with respect to performance of obligations and presentation of business opportunities to us, please refer to the table and subsequent explanatory paragraph under “ Conflicts of Interest .”
We believe our management team has the skills and experience to identify, evaluate and consummate a business combination and is positioned to assist businesses we acquire. However, our management team’s network and investing and operating experience do not guarantee a successful initial business combination. The members of our management team and our investment team are not required to devote any significant amount of time to our business and are concurrently involved with other businesses. There is no guarantee that our current officers and directors will continue in their respective roles, or in any other role, after our initial business combination, and their expertise may only be of benefit to us until our initial business combination is completed.
ITEM 11. EXECUTIVE COMPENSATION
Executive Officer and Director Compensation
None of our executive officers or directors have received any cash compensation for services rendered to us. We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our initial shareholders, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, including the following payments, all of which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account:
● Repayment of up to an aggregate of $250,000 in loans made to us by our sponsor to cover offering-related and organizational expenses;
● reimbursement for office space, utilities and secretarial and administrative support made available to us by our sponsor, in an amount equal to $30,000 per month;
● Payment of consulting, success or finder fees to our initial shareholders, officers or directors, or our or their affiliates, in connection with the consummation of our initial business combination;
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● We may engage our sponsor or an affiliate of our sponsor as an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions;
● Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and
● Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender, which conversion may result in material dilution to our public shareholders. Such warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.
After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation.
Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.
We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.
Clawback Policy
We have adopted a compensation recovery policy that is compliant with Nasdaq listing rules as required by the Dodd-Frank Act.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth information regarding the beneficial ownership of our ordinary shares as of the date of this Annual Report, and as adjusted to reflect the sale of our ordinary shares included in the units offered in the Initial Public Offering, and assuming no purchase of units in the Initial Public Offering, by:
● each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares;
● each of our executive officers and directors; and
● all our executive officers and directors as a group.
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Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them.
Approximate
Approximate
Percentage of
Number of
Percentage of
Approximate
Number of
Outstanding
Outstanding
Outstanding
Percentage of
Class A
Class A
Class B
Class B
Outstanding
ordinary
ordinary
Ordinary
Ordinary
Ordinary
Name and Address of Beneficial Owner (1)
shares
Shares
Shares (2)
Shares
Shares
Aldabra 4 LOV Sponsor Partnership, LLC (3)(4)
—
—
7,223,750
96.3
%
19.3
%
A4 Employee Partnership, LLC (4)
—
—
175,000
2.3
%
*
Nathan Leight
—
—
7,398,750
98.6
%
19.7
%
Neal Yanofsky
—
—
—
—
—
Irina O’Berry
—
—
—
—
—
Stephen Schifrin
—
—
—
—
—
Ana Dutra
—
—
35,000
*
*
Jonathan Intrater
—
—
35,000
*
*
Carl Schecter
—
—
35,000
*
*
All officers and directors as a group (7 persons)
—
—
7,503,750
100
%
20.0
%
*
Indicates less than 1%.
(1) Unless otherwise noted, the business address of each of the following entities or individuals is c/o Aldabra 4 Liquidity Opportunity Vehicle, Inc., 3725 Leafy Way, Miami, Florida 33133.
(2) Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment.
(3) Mr. Leight is the sole managing member of our sponsor, and our sponsor is the sole managing member of A4. Consequently, Mr. Leight may be deemed to share voting and dispositive control over the founder shares held by our sponsor and A4, and thus to share beneficial ownership of such securities.
(4) The non-managing sponsor investors purchased, indirectly through the sponsor, an aggregate of 2,793,333 private placement warrants at a price of $1.50 per warrant ($4,190,000 in the aggregate); the sponsor issued membership interests at a nominal purchase price to the non-managing sponsor investors at the closing of the Initial Public Offering reflecting interests in an aggregate of 3,352,000 founder shares held by sponsor. The non-managing sponsor investors are not granted any shareholder or other rights in addition to those afforded to our other public shareholders, and are only issued membership interests in the sponsor, with no right to control the sponsor or vote or dispose of any securities held by the sponsor, including the founder shares held by the sponsor.
Our sponsor and our officers and directors are deemed to be our “promoters” as such term is defined under the federal securities laws.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Pursuant to a subscription agreement entered into in July 2025, our sponsor paid an aggregate of $25,000, or approximately $0.003 per share, to cover certain of our offering costs in exchange for an aggregate of 7,503,750 founder shares. Effective as of December 8, 2025, our sponsor sold 175,000 founder shares to A4 and 35,000 founder shares to each of our independent directors, in each case at the original price per share, resulting in our sponsor holding 7,223,750 founder shares and A4 holding 175,000 founder shares. the Initial Public Offering
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Our sponsor and Cantor have purchased an aggregate of 4,866,666 private placement warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per private placement warrant, or $7,300,000 in the aggregate, in a private placement that will close simultaneously with the closing of the Initial Public Offering. Of those 4,866,666 private placement warrants, our sponsor has purchased 3,126,666 private placement warrants and the underwriters have purchased an aggregate of 1,740,000 private placement warrants. The private placement warrants will be identical to the warrants sold in the Initial Public Offering except that, so long as they are held by the initial purchasers or their permitted transferees, the private placement warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination, (ii) will be entitled to registration rights and (iii) with respect to private placement warrants held by Cantor and/or its designees, will not be exercisable more than five years from the commencement of sales in the Initial Public Offering in accordance with FINRA Rule 5110(g)(8).
The non-managing sponsor investors have purchased, through the purchase of non-managing sponsor membership interests, an aggregate of 2,793,333 private placement warrants at a price of $1.50 per warrant ($4,190,000 in the aggregate) in a private placement that closed simultaneously with the closing of the Initial Public Offering. The sponsor issued membership interests at a nominal purchase price to the non-managing sponsor investors reflecting interests in an aggregate of 3,352,000 founder shares held by the sponsor. The private placement warrants held by the sponsor, including the private placement warrants represented by the non-managing sponsor investors’ membership interests, are subject to a lock-up; however, the non-managing sponsor investors will not be subject to transfer restrictions or a lock-up agreement on any Class A ordinary shares that they may purchase in the Initial Public Offering.
Prior to or in connection with the completion of our initial business combination, there may be payment by the company to our initial shareholders, officers or directors, or our or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial business, which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account. Additionally, our initial shareholders, officers or directors, or our or their affiliates, will be entitled to reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. Our audit committee will review on a quarterly basis all payments that were made to our initial shareholders, officers, directors, or our or their affiliates.
Commencing on the effective date of the registration statement of which this Annual Report forms a part, we will reimburse our sponsor in an amount equal to $30,000 per month for office space, utilities and secretarial and administrative support made available to us. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.
Prior to the closing of the Initial Public Offering, our sponsor has agreed to loan us funds in an aggregate amount of up to $250,000 to be used for a portion of the expenses of the Initial Public Offering. These loans are non-interest bearing, unsecured and are due at the earlier of December 31, 2025 or the closing of the Initial Public Offering. The loan has been fully repaid at the closing of the Initial Public Offering.
In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required on a non-interest basis. If we complete an initial business combination, we would repay such loaned amounts. In the event that the initial business combination does not close, we may use amounts held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into private placement warrants of the post business combination entity at a price of $1.50 per warrant at the option of the lender, which conversion may result in material dilution to our public shareholders. Such warrants would be identical to the private placement warrants. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
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We have until the date that is 24 months from the closing of the Initial Public Offering, or until such earlier date as our board of directors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. If we seek shareholder approval for an extension, holders of public shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes payable, but without deduction for any excise or similar tax that may be due or payable), divided by the number of then issued and outstanding public shares, subject to applicable law.
Any of the foregoing payments to our initial shareholders, officers or directors, or our or their affiliates, repayments of loans from our sponsor or repayments of working capital loans will, prior to our initial business combination, be made using funds held outside the trust account.
As more fully discussed in “ Management — Conflicts of Interest ,” each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law.
Additionally, we will enter into agreements with our directors and officers to provide contractual indemnification in addition to the indemnification provided for in our amended and restated memorandum and articles of association. We expect to purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.
After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.
Director Independence
Nasdaq rules require that a majority of our board of directors be independent within one year of our initial public offering. An “independent director” is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). We have three “independent directors” as defined in Nasdaq rules and applicable SEC rules prior to completion of this offering. Our board of directors expects to determine that Ana Dutra, Jonathan Intrater and Carl Schecter are “independent directors” as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.
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Related Party Policy
The audit committee of our board of directors will adopt a policy setting forth the policies and procedures for its review and approval or ratification of “related party transactions.” A “related party transaction” is any consummated or proposed transaction or series of transactions: (i) in which the company was or is to be a participant; (ii) the amount of which exceeds (or is reasonably expected to exceed) the lesser of $120,000 or 1% of the average of the company’s total assets at year end for the prior two completed fiscal years in the aggregate over the duration of the transaction (without regard to profit or loss); and (iii) in which a “related party” had, has or will have a direct or indirect material interest. “Related parties” under this policy will include: (i) our directors, nominees for director or officers or any person who has served in such roles since the beginning of the most recent fiscal year, even if he or she does not currently serve in that role; (ii) any record or beneficial owner of more than 5% of any class of our voting securities; (iii) any immediate family member of any of the foregoing if the foregoing person is a natural person; and (iv) any other person who maybe a “related person” pursuant to Item 404 of Regulation S-K under the Exchange Act. Pursuant to the policy, the audit committee will consider (i) the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party, (ii) the extent of the related party’s interest in the transaction, (iii) whether the transaction contravenes our code of ethics or other policies, (iv) whether the audit committee believes the relationship underlying the transaction to be in the best interests of the company and its shareholders and (v) if the related party is a director or an immediate family member of a director, the effect that the transaction may have on a director’s status as an independent member of the board and on his or her eligibility to serve on the board’s committees. Management will present to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, we may consummate related party transactions only if our audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy. The policy will not permit any director or officer to participate in the discussion of, or decision concerning, a related person transaction in which he or she is the related party.
We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our initial shareholders, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, including the following payments, all of which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account:
● Repayment of up to an aggregate of $250,000 in loans made to us by our sponsor to cover offering-related and organizational expenses;
● reimbursement for office space, utilities and secretarial and administrative support made available to us by our sponsor, in an amount equal to $30,000 per month;
● Payment of consulting, success or finder fees to our initial shareholders, officers or directors, or our or their affiliates, in connection with the consummation of our initial business combination;
● We may engage our sponsor or an affiliate of our sponsor as an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions;
● Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and
● Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender, which conversion may result in material dilution to our public shareholders. Such warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.
Our audit committee will review on a quarterly basis all payments that were made to our initial shareholders, officers, directors, or our or their affiliates.
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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The firm of WithumSmith+Brown, PC, or Withum, acts as our independent registered public accounting firm. The following is a summary of fees paid to Withum for services rendered.
Audit Fees . During the period from July 24, 2025 (inception) through December 31, 2025, fees for our independent registered public accounting firm were approximately $81,120 for professional services Withum performed in connection with the audit of our financial statements during initial registration, other required filings with the SEC, and the audit of our December 31, 2025 financial statements included in this Annual Report on Form 10-K.
Audit-Related Fees . During the period from July 24, 2025 (inception) through December 31, 2025, our independent registered public accounting firm rendered assurance and related services related to the performance of the audit or review of financial statements.
Tax Fees . During the period from July 24, 2025 (inception) through December 31, 2025, our independent registered public accounting firm did not render services to us for tax compliance, tax advice and tax planning.
All Other Fees . During the period from July 24, 2025 (inception) through December 31, 2025, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this Form 10-K:
(1) Financial Statements:
Report of Independent Registered Public Accounting Firm
F-2
Balance Sheet as of December 31, 2025
F-3
Statement of Operations for the period from July 24, 2025 (inception) through December 31, 2025
F-4
Statement of Changes in Shareholder’s Deficit for the period from July 24, 2025 (inception) through December 31, 2025
F-5
Statement of Cash Flows for the period from July 24, 2025 (inception) through December 31, 2025
F-6
Notes to Financial Statements
F-7
(2) Financial Statement Schedules:
None.
(3) Exhibits
We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov.
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The following documents are included as exhibits to this Annual Report:
Exhibit No.
Description
3.1 (1)
Amended and Restated Memorandum and Articles of Association of the Company.
4.1 (1)
Warrant Agreement, dated January 21, 2026, between the Company and Continental Stock Transfer & Trust Company.
4.2 (2)
Specimen Unit Certificate
4.3 (2)
Specimen Class A Ordinary Share Certificate
4.4 (2)
Specimen Warrant Certificate
4.5*
Description of Securities of the Registrant.
10.1 (1)
Letter Agreement, dated January 21, 2026, between the Company and the Sponsor.
10.2 (1)
Letter Agreement, dated January 21, 2026, among the Company, its directors and officers and A4.
10.3 (1)
Investment Management Trust Agreement, dated January 21, 2026, between the Company and Continental Stock Transfer & Trust Company.
10.4 (1)
Registration Rights Agreement, dated January 21, 2026, among the Company and certain security holders.
10.5 (1)
Private Placement Warrants Purchase Agreement, dated January 21, 2026, between the Company and the Sponsor.
10.6 (1)
Private Placement Warrants Purchase Agreement, dated January 21, 2026, among the Company and the underwriters.
10.7 (1)
Administrative Services Agreement, dated January 21, 2026, between the Company and the Sponsor.
10.8 (1)
Form of Indemnity Agreement
10.9 (1)
Underwriting Agreement, dated January 21, 2026, between the Company and Cantor.
19 *
Insider Trading Policy
31.1*
Certification of Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).
31.2*
Certification of Chief Financial and Accounting Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
32.1**
Certification of Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).
32.2**
Certification of Principal Financial and Accounting Officer required by Rule 13a-14(a) or Rule 15d-14(a).
97.1*
Clawback Policy.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
*
Filed herewith.
**
Furnished herewith.
(1) Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 27, 2026.
(2) Incorporated by reference to an exhibit to the Registrant’s Form S-1 (File No. 333-292418), filed with the SEC on December 23, 2025.
ITEM 16. FORM 10-K SUMMARY
None
93
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ALDABRA 4 LIQUIDITY OPPORTUNITY VEHICLE, INC.
INDEX TO FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
F-2
Balance Sheet as of December 31, 2025
F-3
Statement of Operations for the period from July 24, 2025 (inception) through December 31, 2025
F-4
Statement of Changes in Stockholder’s Deficit for the period from July 24, 2025 (inception) through December 31, 2025
F-5
Statement of Cash Flows for the period from July 24, 2025 (inception) through December 31, 2025
F-6
Notes to Financial Statements
F-7
F-1
Table of Contents
Report of Independent Registered Public Accounting Firm
Board of Directors and Shareholders
Aldabra 4 Liquidity Opportunity Vehicle, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Aldabra 4 Liquidity Opportunity Vehicle, Inc. (the “Company”) as of December 31, 2025, and the related statements of operations, changes in shareholder’s deficit and cash flows for the period from July 24, 2025 (inception) through December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of Aldabra 4 Liquidity Opportunity Vehicle, Inc. as of December 31, 2025, and the results of its operations and its cash flows for the period from July 24, 2025 (inception) through December 3,1 2025 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on the entity’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion. 4
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ WithumSmith+Brown, PC
We have served as the Company’s auditor since 2025.
New York, New York
March 27, 2026
PCAOB ID Number 100
F-2
Table of Contents
ALDABRA 4 LIQUIDITY OPPORTUNITY VEHICLE, INC.
BALANCE SHEET
DECEMBER 31, 2025
Assets:
Current assets:
Cash
$
23,583
Total current assets
23,583
Deferred offering costs
261,481
Total Assets
$
285,064
Liabilities and Shareholder’s Deficit:
Current liabilities:
Accounts payable
$
11,246
Accrued expenses
13,125
Accrued offering costs
113,775
Promissory note - related party
200,000
Total Liabilities
338,146
Commitments and Contingencies (Note 7)
Shareholder’s Deficit:
Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; no shares issued or outstanding
—
Class A ordinary shares, $ 0.0001 par value; 200,000,000 shares authorized; no shares issued or outstanding
—
Class B ordinary shares, $ 0.0001 par value; 20,000,000 shares authorized; 7,503,750 issued and outstanding (1)
750
Additional paid-in capital
24,250
Accumulated deficit
( 78,082 )
Total Shareholder’s Deficit
( 53,082 )
Total Liabilities and Shareholder’s Deficit
$
285,064
(1) Includes up to 978,750 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 6). On January 23, 2026, the underwriters exercised their over-allotment in full as part of the closing of the Initial Public Offering. As such, the 978,750 Class B ordinary shares are no longer subject to forfeiture.
The accompanying notes are an integral part of these financial statements.
F-3
Table of Contents
ALDABRA 4 LIQUIDITY OPPORTUNITY VEHICLE, INC.
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM JULY 24, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025
Formation, general and administrative expenses
$
78,082
Net loss
$
( 78,082 )
Weighted average Class B shares outstanding, basic and diluted (1)
6,525,000
Basic and diluted net loss per Class B ordinary share
$
( 0.01 )
(1) Excludes up to 978,750 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 6). On January 23, 2026, the underwriters exercised their over-allotment in full as part of the closing of the Initial Public Offering. As such, the 978,750 Class B ordinary shares are no longer subject to forfeiture.
The accompanying notes are an integral part of these financial statements.
F-4
Table of Contents
ALDABRA 4 LIQUIDITY OPPORTUNITY VEHICLE, INC.
STATEMENT OF CHANGES IN SHAREHOLDER’S DEFICIT
FOR THE PERIOD FROM JULY 24, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025
Total
Class B Ordinary Shares
Additional
Accumulated
Shareholder’s
Shares
Amount
Paid-in Capital
Deficit
Deficit
Balance at July 24, 2025 (inception)
—
$
—
$
—
$
—
$
—
Issuance of Class B ordinary shares to Sponsor (1)
7,503,750
750
24,250
—
25,000
Net loss
—
—
—
( 78,082 )
( 78,082 )
Balance at December 31, 2025
7,503,750
$
750
$
24,250
$
( 78,082 )
$
( 53,082 )
(1) Includes up to 978,750 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 6). On January 23, 2026, the underwriters exercised their over-allotment in full as part of the closing of the Initial Public Offering. As such, the 978,750 Class B ordinary shares are no longer subject to forfeiture.
The accompanying notes are an integral part of these financial statements.
F-5
Table of Contents
ALDABRA 4 LIQUIDITY OPPORTUNITY VEHICLE, INC.
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM JULY 24, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025
Cash Flows from Operating Activities:
Net loss
$
( 78,082 )
Adjustment to reconcile net loss to net cash used in operating activities:
Promissory note - related party
20,000
Changes in operating assets and liabilities:
Accounts payable
11,246
Accrued expenses
13,125
Net cash used in operating activities
( 33,711 )
Cash Flows from Financing Activities:
Payment of deferred offering costs
( 122,706 )
Proceeds from promissory note - related party
180,000
Net cash provided by financing activities
57,294
Net Change in Cash
23,583
Cash - Beginning of period
—
Cash - End of period
$
23,583
Supplemental disclosure of non-cash investing and financing activities:
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares
$
25,000
Deferred offering costs included in accrued offering costs
$
163,775
The accompanying notes are an integral part of these financial statements.
F-6
Table of Contents
ALDABRA 4 LIQUIDITY OPPORTUNITY VEHICLE, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
Aldabra 4 Liquidity Opportunity Vehicle, Inc. (the “Company”) is a blank check company incorporated in Cayman Islands on July 24, 2025. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
As of December 31, 2025, the Company had not commenced any operations. All activity for the period from July 24, 2025 (inception) through December 31, 2025 relates to the Company’s formation and initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
The registration statement for the Company’s Initial Public Offering was declared effective on January 21, 2026. On January 23, 2026, the Company consummated the Initial Public Offering of 30,015,000 units, (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), including 3,915,000 Units issued pursuant to the exercise of the underwriter’s over-allotment option in full, generating gross proceeds of $ 300,150,000 , which is discussed in Note 3.
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,866,666 warrants as follows: (i) by and among the Company and the Underwriters to purchase an aggregate of 1,740,000 warrants and (ii) by and between the Company and Aldabra LOV Sponsor Partnership, LLC (the “Sponsor”) for the purchase by the Sponsor of an aggregate of 3,126,666 warrants (collectively, the “Private Placement Warrants”) at a price of $ 1.50 per warrant, generating gross proceeds of $ 7,300,000 (see Note 4).
Following the closing of the Initial Public Offering on January 23, 2026, an amount of $ 300,150,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Placement Units was placed in a trust account (the “Trust Account”), and will be invested only in U.S. government treasury obligations with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.
Transaction costs related to the issuances described above amounted to $ 18,350,595 , consisting of $ 5,220,000 of cash underwriting fees, $ 12,789,000 of deferred underwriting fees and $ 341,595 of other offering costs.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80 % of the value of the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).
F-7
Table of Contents
ALDABRA 4 LIQUIDITY OPPORTUNITY VEHICLE, INC.
NOTES TO FINANCIAL STATEMENTS
The Company will provide its holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account, plus any interest income earned thereon (initially anticipated to be $ 10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity (“ASC 480”).
If the Company seeks shareholder approval of a Business Combination, the Company will proceed with the Business Combination only if a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Proposed Offering in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all.
Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 15 % or more of the Public Shares, without the prior consent of the Company.
The Sponsor has agreed to waive redemption rights with respect to any Founder Shares (as defined in Note 6) held and any Public Shares they may have acquired during or after the Initial Public Offering in connection with the completion of a Business Combination, except that Public Shares held by the initial shareholders will be subject to mandatory redemption upon any diminution of the Trust Account in connection with an extension, and such shares will be entitled to redemption at a price equal to the per share redemption value then held in the Trust Account in connection therewith.
The Company will have until January 23, 2028, 24 months from the closing of the Initial Public Offering to complete a Business Combination (the “Completion Period”). However, if the Company anticipates that it may not be able to consummate a Business Combination within 24 months from the closing of the Initial Public Offering, the Company may, but is not obligated to, by resolution of the board if requested by the initial shareholders, extend the period of time to consummate a Business Combination by seeking shareholder approval to amend the Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate the initial Business Combination. If the Company seeks shareholder approval for an extension, holders of Public Shares will be offered an opportunity to redeem their shares, regardless of whether they abstain, vote for, or against, the Company’s initial Business Combination, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (less taxes payable, but without deduction for any excise or similar tax that may be due or payable), divided by the number of then issued and outstanding Public Shares, subject to applicable law. For the avoidance of doubt, the time to complete a Business Combination shall not be extended beyond 24 months without a shareholder vote. The Underwriters have agreed to waive their rights to their deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Completion Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares.
F-8
Table of Contents
ALDABRA 4 LIQUIDITY OPPORTUNITY VEHICLE, INC.
NOTES TO FINANCIAL STATEMENTS
In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company have entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per Public Share due to reductions in the value of the Trust Account assets, in each case less taxes payable and up to $ 100,000 of interest to pay liquidation expenses, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the indemnity of the Underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
Going Concern Consideration
Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used in fund offering expenses was released to the Company for general working capital purposes. As such, the Company has sufficient funds to finance the working capital needs of the Company for one year from the date of issuance of the audited financial statements.
The Company will have until the end of the Combination Period to consummate a Business Combination. If a Business Combination is not consummated by the end of the Combination Period, there will be a mandatory liquidation and subsequent dissolution of the Company. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 23, 2028. The Company intends to complete the initial Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any Business Combination by January 23, 2028.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
F-9
Table of Contents
ALDABRA 4 LIQUIDITY OPPORTUNITY VEHICLE, INC.
NOTES TO FINANCIAL STATEMENTS
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 23,583 in cash and did not have any cash equivalents as of December 31, 2025.
Deferred Offering Costs
The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A, Expenses of Offering . Deferred offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Proposed Offering. Offering costs are charged to temporary equity or permanent equity based upon the relative fair value of the proceeds received from the Units sold upon the completion of the Proposed Offering. Should the Proposed Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. Offering costs are charged to temporary equity or permanent equity based upon the relative fair value of the proceeds received from the financial instruments sold upon completion of the Proposed Offering and Private Placement. As of December 31, 2025 the Company had deferred offering costs of $ 261,481 .
Income Taxes
The Company accounts for income taxes under ASC Topic 740, Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2025. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements.
Net Loss Per Ordinary Share
Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. Weighted average shares were reduced for the effect of an aggregate 978,750 ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the Underwriter (see Note 6). As December 31, 2025, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the period presented.
F-10
Table of Contents
ALDABRA 4 LIQUIDITY OPPORTUNITY VEHICLE, INC.
NOTES TO FINANCIAL STATEMENTS
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, Fair Value Measurement , approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Warrants
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter.
The warrants are not precluded from equity classification, and will be accounted for as such on the date of issuance.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
NOTE 3. INITIAL PUBLIC OFFERING
The registration statement for the Company’s Initial Public Offering was declared effective on January 21, 2026. On January 23, 2026, the Company consummated the Initial Public Offering of 30,015,000 Units, including 3,915,000 Units issued pursuant to the exercise of the underwriters’ over-allotment option in full, generating gross proceeds of $ 300,150,000 . Each Unit consisted of one Class A ordinary share and one -third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $ 11.50 per whole share, subject to adjustment (see Note 8).
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,866,666 Private Placement Warrants at a price of $ 1.50 per warrant generating gross proceeds of $ 7,300,000 as follows: (i) by and among the Company and the Underwriters to purchase an aggregate of 1,740,000 Private Placement Warrants for an aggregate purchase price of $ 2,610,000 and (ii) by and between the Company and the Sponsor for the purchase by the Sponsor of an aggregate of 3,126,666 Private Placement Warrants for an aggregate purchase price of $ 4,690,000 . The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Completion Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.
F-11
Table of Contents
ALDABRA 4 LIQUIDITY OPPORTUNITY VEHICLE, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 5. SEGMENT INFORMATION
ASC Topic 280, Segment Reporting , establishes standards for companies to report, in their financial statements, information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.
The Company’s CODM has been identified as the Chief Financial Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one reportable segment.
The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that is also reported on the statement of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following:
Assets:
Cash
$
23,583
Deferred offering costs
261,481
Total Assets
$
285,064
For the period from July 24,
2025 (inception) through
December 31, 2025
Formation, general and administrative expenses
$
78,082
The CODM reviews formation, general and administrative expenses to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination period. The CODM also reviews formation, general and administrative expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Formation, general and administrative expenses, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis. All other segment items included in net income or loss are reported on the statement of operations and described within their respective disclosures.
The CODM reviews the position of total assets available with the Company to assess if the Company has sufficient resources available to discharge its liabilities. The CODM is provided with details of cash and liquid resources available with the Company. Additionally, the CODM regularly reviews the status of deferred costs incurred to assess if these are in line with the planned use of proceeds to be raised from the public offering.
NOTE 6. RELATED PARTY TRANSACTIONS
Founder Shares
On August 7, 2025, the Sponsor was issued 7,503,750 Class B ordinary shares (the “Founder Shares”) for an aggregate price of $ 25,000 paid to cover certain expenses on behalf of the Company. The Founder Shares included an aggregate of up to 978,750 Class B ordinary shares subject to forfeiture by the Sponsor to the extent that the Underwriters’ over-allotment option was not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, 20 % of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). Subsequent to December 31, 2025, the Underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 978,750 Founder Shares are no longer subject to forfeiture.
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ALDABRA 4 LIQUIDITY OPPORTUNITY VEHICLE, INC.
NOTES TO FINANCIAL STATEMENTS
The Founder Shares are designated as Class B ordinary shares and, except as described below, are identical to the Class A ordinary shares included in the Units sold in the Initial Public Offering, and holders of Founder Shares have the same shareholder rights as Public Shareholders, except that (i) the Founder Shares are subject to certain transfer restrictions, as described in more detail below, (ii) the Founder Shares are entitled to registration rights, (iii) the Company’s Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (A) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the Company’s initial Business Combination, (B) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (1) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100 % of the Company’s Public Shares if the Company has not consummated an initial Business Combination within the Completion Period, (2) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, (3) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the Company’s initial Business Combination within the Completion Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within such time period and to liquidating distributions from assets outside the Trust Account and (4) vote any Founder Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions) in favor of the initial Business Combination (including any proposals recommended by the Company’s board of directors in connection with such Business Combination) (except with respect to any Public Shares which may not be voted in favor of approving the Business Combination transaction in accordance with the requirements of Rule 14e-5 under the Exchange Act and any SEC interpretations or guidance relating thereto), (iv) the Founder Shares are automatically convertible into Class A ordinary shares immediately prior to, concurrently with or immediately following the consummation of the Company’s initial Business Combination or at any time prior thereto at the option of the holder on a one -for-one basis, subject to adjustment as described herein and in the Amended and Restated Memorandum and Articles of Association, and (v) prior to the closing of the Company’s initial Business Combination, only holders of Class B ordinary shares will be entitled to vote on the appointment and removal of directors or continuing in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands).
The Founder Shares will automatically convert into Class A ordinary shares immediately prior to, concurrently with or immediately following the consummation of the initial Business Combination or at any time prior thereto at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 25 % of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of the Initial Public Offering (including any Class A ordinary shares issued pursuant to the Underwriters’ over-allotment option and excluding the Class A ordinary shares underlying the Private Placement Warrants issued to the Sponsor and the Underwriters), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Company’s initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Company’s Sponsor or any of its affiliates or to the Company’s officers and directors upon conversion of working capital loans) minus (iii) any redemptions of Class A ordinary shares by Public Shareholders in connection with an initial Business Combination; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.
With certain limited exceptions, the Founder Shares are not transferable, assignable or saleable (except to the Company’s officers and directors and other persons or entities affiliated with the Company’s Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of the Company’s initial Business Combination or earlier if, subsequent to the Company’s initial Business Combination, the last sale price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the Company’s initial Business Combination, and (B) the date following the completion of the Company’s initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.
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ALDABRA 4 LIQUIDITY OPPORTUNITY VEHICLE, INC.
NOTES TO FINANCIAL STATEMENTS
Promissory Note - Related Party
On August 7, 2025, the Sponsor agreed to loan the Company an aggregate of up to $ 250,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). This loan is non-interest bearing and payable on the earlier of December 31, 2025 or the date on which the Company consummates the Proposed Offering of its securities. Prior to the Initial Public Offering, the Company had borrowed $ 250,000 under the Promissory Note. As of December 31, 2025, the outstanding balance under the Promissory Note was $ 200,000 (see Note 9). Subsequent to December 31, 2025, the $ 200,000 outstanding under the Promissory Note was fully settled simultaneously with the closing of the Initial Public Offering. Borrowings under the Promissory Note are no longer available.
Administrative Support Agreement
The Sponsor has agreed, commencing from the date of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, and administrative services, as the Company may require from time to time. The Company has agreed to pay to the Sponsor up to $ 10,000 per month for these services during the 24 -month period to complete a Business Combination.
Working Capital Loans
In order to finance transaction costs in connection with the initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required on a non-interest bearing basis. If the Company completes the initial Business Combination, the Company will repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from the Trust Account would be used for such repayment. Up to $ 1,500,000 of such loans may be convertible into warrants, at a price of $ 1.00 per warrant at the option of the lender, upon consummation of the initial Business Combination. The warrants would be identical to the Private Placement Warrants. Other than as set forth above, the terms of such loans by the Company’s officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. There are no such outstanding working capital loans as of December 31, 2025.
NOTE 7. COMMITMENTS AND CONTINGENCIES
Risks and Uncertainty
The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber - attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.
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ALDABRA 4 LIQUIDITY OPPORTUNITY VEHICLE, INC.
NOTES TO FINANCIAL STATEMENTS
Furthermore, changes to policy implemented by the U.S. Congress, the Trump administration or any new administration have impacted and may in the future impact, among other things, the U.S. and global economy, international trade relations, unemployment, immigration, healthcare, taxation, the U.S. regulatory environment, inflation and other areas. For example, during the prior Trump administration, increased tariffs were implemented on goods imported into the U.S., particularly from China, Canada, and Mexico. On February 1, 2025, the U.S. imposed a 25% tariff on imports from Canada and Mexico, which were subsequently suspended for a period of one month, and a 10% additional tariff on imports from China. More recently on April 2, 2025, President Trump signed an executive order imposing a minimum 10 percent baseline tariff on all U.S. imports, with higher tariffs applied to imports from 57 specific countries. The baseline tariff rate became effective on April 5, while tariffs on imports from the 57 targeted nations, ranging from 11 to 50 percent, took effect on April 9. On the same day, President Trump announced a 90-day ‘pause’ on reciprocal tariffs for all but China, which continues to face tariffs as high as 145%. Historically, tariffs have led to increased trade and political tensions, between not only the U.S. and China, but also between the U.S. and other countries in the international community. In response to tariffs, other countries have implemented retaliatory tariffs on U.S. goods.
On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act. FASB ASC Topic 740 requires the effects of changes in tax laws to be recognized in the period in which the legislation is enacted. The Company is currently evaluating the impact of the new law. However, none of the tax provisions are expected to have a significant impact on the Company’s financial statements.
Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the Israel-Hamas conflict and subsequent sanctions or related actions, and tariff on imports from foreign countries could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.
Registration and Shareholder Rights Agreement
The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of this offering, (ii) private placement warrants which will be issued in a private placement simultaneously with the closing of this offering and the Class A ordinary shares underlying such private placement warrants and (iii) private placement warrants that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the Company’s initial business combination pursuant to a registration rights agreement to be signed on the effective date of this offering. Pursuant to the registration rights agreement and assuming the Underwriter exercises its over-allotment option in full and $ 1,500,000 of working capital loans are converted into private placement warrants, the Company will be obligated to register up to 13,370,416 Class A ordinary shares and 5,866,666 warrants. The number of Class A ordinary shares includes (i) 7,503,750 Class A ordinary shares to be issued upon conversion of the Founder Shares, (ii) 4,866,666 Class A ordinary shares underlying the private placement warrants and (iii) 1,000,000 Class A ordinary shares underlying the private placement warrants issued upon conversion of working capital loans. The number of warrants includes up to 4,866,666 private placement warrants and 1,000,000 private placement warrants issued upon the conversion of working capital loans. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the Company’s completion of the Company’s initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
Pursuant to the underwriting agreement, the Sponsor and the executive officers and directors have agreed that, for a period of 180 days from the date of the Initial Public Offering, they will not, without the prior written consent of the representative, offer, sell, contract to sell, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any units, warrants, ordinary shares or any other securities convertible into, or exercisable or exchangeable for, any units, ordinary shares, Founder Shares or warrants, subject to certain exceptions. The representative in its discretion may release any of the securities subject to these lock-up agreements at any time without notice, other than in the case of the officers and directors, which shall be with notice. The Sponsor, officers and directors are also subject to separate transfer restrictions on their Founder Shares and Private Placement Warrants pursuant to the letter agreement described herein.
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ALDABRA 4 LIQUIDITY OPPORTUNITY VEHICLE, INC.
NOTES TO FINANCIAL STATEMENTS
The Company granted the Underwriters a 45 -day option to purchase up to 3,915,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting commissions. Subsequent to December 31, 2025, the Underwriters elected to fully exercise the over-allotment option to purchase the additional 3,915,000 Units at a price of $ 10.00 per Unit.
The Underwriters were entitled to (1) an underwriting discount of $ 0.20 per Unit, or $ 5,220,000 in the aggregate, of which (i) $ 0.60 per Unit was paid to the Underwriters in cash at the closing of the Initial Public Offering and (ii) $ 0.20 per Unit was used by the Underwriters to purchase Private Placement Warrants, and (2) a deferred fee of $ 0.40 per Unit, or $ 12,789,000 . The deferred fee will become payable to the Underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement, and will be based on the amount of funds remaining in the Trust Account after shareholder redemptions of Public Shares in connection with the consummation of a Business Combination.
NOTE 8. SHAREHOLDER’S EQUITY
Preference shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $ 0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2025, there were no preference shares issued or outstanding.
Class A ordinary shares — The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $ 0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2025, there were no Class A ordinary shares issued or outstanding.
Class B ordinary shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of 0.0001 per share. Holders of the Company’s Class B ordinary shares are entitled to one vote for each share. As of December 31, 2025, there were 7,503,750 Class B ordinary shares outstanding. Of the 7,503,750 Class B ordinary shares outstanding, up to 978,750 shares are subject to forfeiture to the Company by the Sponsor for no consideration to the extent that the Underwriter’s over-allotment option was not exercised in full or in part, so that the initial shareholders will collectively own 20 % of the Company’s issued and outstanding ordinary shares after a Proposed Offering. On January 23, 2026, the Underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 978,750 Class B ordinary shares are no longer subject to forfeiture.
Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Prior to the closing of the initial business combination, only holders of Class B ordinary shares (i) will have the right to appoint and remove directors prior to or in connection with the completion of the initial business combination and (ii) will be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). On any other matters submitted to a vote of shareholders prior to or in connection with the completion of the initial business combination, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law.
The Founder Shares will automatically convert into Class A ordinary shares immediately prior to, concurrently with or immediately following the consummation of a Business Combination, and may be converted at any time prior to the Business Combination, at the option of the holder, on a one -for-one basis (unless otherwise provided in the business combination agreement), subject to adjustment for share subdivisions, share dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, approximately 20 % of the total number of Class A ordinary shares outstanding after such conversion (not including the Class A ordinary shares underlying the Private Placement Warrants), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the Business Combination, excluding any Class A ordinary shares or equity-linked securities or rights exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one -for-one basis.
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ALDABRA 4 LIQUIDITY OPPORTUNITY VEHICLE, INC.
NOTES TO FINANCIAL STATEMENTS
Warrants — As of December 31, 2025, no warrants are currently outstanding. Each whole Public Warrant entitles the registered holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of the initial Business Combination. Pursuant to the warrant agreement, a warrant holder may exercise its Public Warrants only for a whole number of Class A ordinary shares. No fractional Public Warrants will be issued upon separation of the units and only whole Public Warrants will trade. The Public Warrants will expire five years after the completion of the initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a post-effective amendment to an existing registration statement or a new registration statement covering the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use the Company’s commercially reasonable efforts to cause the same to become effective within 60 business days following the initial Business Combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60) business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.
Once the Public Warrants become exercisable, the Company may call the warrants for redemption for cash:
● in whole and not in part at a price of $ 0.01 per warrant;
● upon a minimum of 30 days ’ prior written note of redemption; and
● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise price of a warrant described below) for any 20 trading days within a 30 - trading day period commencing at least 30 days after completion of the Company’s initial business combination and ending three business days before the Company sends the notice of redemption to the warrant holders.
If and when the warrants become redeemable by the Company for cash, the Company may exercise the redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $ 9.20 per Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day after the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, and the $ 18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price.
The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination. The Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants sold as part of the Units in the Initial Public Offering.
The Company accounts for the 14,871,666 warrants issued in connection with the Initial Public Offering (including 10,005,000 Public Warrants and 4,866,666 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that the warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity.
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ALDABRA 4 LIQUIDITY OPPORTUNITY VEHICLE, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 9. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
The registration statement for the Company’s Initial Public Offering was declared effective on January 21, 2026. On January 23, 2026, the Company consummated the Initial Public Offering of 30,015,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,915,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 300,150,000 .
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,866,666 Private Placement Warrants at a price of $ 1.50 per Private Placement Warrant, in a private placement to the Sponsor, generating gross proceeds of 7,300,000 .
Following the closing of the Initial Public Offering, on January 23, 2026, an amount of $$ 300,150,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units and the Private Units was placed in a Trust Account, with Continental Stock Transfer & Trust Company acting as trustee.
The underwriters were paid a cash underwriting discount of $ 5,220,000 at the closing of the Initial Public Offering. Additionally, the underwriters were entitled to a deferred underwriting discount of $ 0.40 per Unit, or $ 12,789,000 payable to the underwriter upon the consummation of an initial Business Combination.
Subsequent to the Initial Public Offering, on January 23, 2026, the Company paid the total outstanding balance of the promissory note - related party of $ 200,000 .
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ALDABRA 4 LIQUIDITY OPPORTUNITY VEHICLE, INC.
Dated: March 27, 2026
By:
/s/ Neal Yanofsky
Neal Yanofsky
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on March 27, 2026.
Signatures
Capacity in Which Signed
Chairman of the Board
/s/ Nathan Leight
Nathan Leight
Chief Executive Officer and Director
/s/ Neal Yanofsky
(Principal Executive Officer)
Neal Yanofsky
Chief Financial Officer
/s/ Irina O’Berry
(Principal Financial and Accounting Officer)
Irina O’Berry
/s/ Ana Dutra
Director
Ana Dutra
/s/ Jonathan Intrater
Director
Jonathan Intrater
/s/ Carl Schecter
Director
Carl Schecter
94
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