Aldabra 4 Liquidity Opportunity Vehicle, Inc. 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Aldabra 4 Liquidity Opportunity Vehicle, Inc. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Aldabra 4 LOV Sponsor Partnership, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Special Note Regarding Forward-Looking Statements References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Aldabra 4 Liquidity Opportunity Vehicle, Inc. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Aldabra LOV Sponsor Partnership, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Special Note Regarding Forward-Looking Statements This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering filed with the SEC. The Company’s securities filings can be accessed on the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. Overview We are a blank check company incorporated on July 24, 2025 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses or entities (the “Business Combination”). We have not selected any Business Combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target. We have conducted no operations and have generated no revenues to date, and we will not generate operating revenues until, at the earlier, after we consummate our initial Business Combination. We intend to seek an initial Business Combination with a company that has an enterprise value of between $500 million and $2 billion, although a target entity with a smaller or larger enterprise value may be considered. Following the initial Business Combination, our objective will be to implement or support the acquired company’s operating strategies to generate additional value for shareholders. General goals may include additional acquisitions and operational improvements. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region. We intend to effectuate our initial Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale the Private Placement Warrants, proceeds of the sale of our shares in connection with our initial Business Combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of the Initial Public Offering or 1 Table of Contents otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing. We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful. Results of Operations As of March 31, 2026, the Company had not commenced any operations. All activities for the three months ended March 31, 2026 relates to the Company’s formation and Initial Public Offering. The Company will not generate any operating revenues until after the completion of our initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash from the proceeds derived from the Initial Public Offering and sale of Private Placement Warrants (defined below). We expect to incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. For the three months ended March 31, 2026, we had a net income of $1,242,255, which consisted of interest earned on marketable securities held in Trust Account of $1,900,715 offset by general and administrative expenses of $658,460. Liquidity and Capital Resources Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of Class B ordinary shares, par value $0.0001 per share, by the Sponsor and loans from the Sponsor which were repaid at the closing of the Initial Public Offering. As of March 31, 2026, we had cash of $1,070,844 and working capital surplus of $1,095,935. On January 23, 2026, the Company consummated the Initial Public Offering of 30,015,000 Units which includes the full exercise by the underwriters (the “Underwriters”) of their over-allotment option of 3,915,000 units (the “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 an aggregate of 4,866,666 warrants (the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant, in a private placement (the “Private Placement”) to the Sponsor and to the Underwriters of the Initial Public Offering, generating gross proceeds of $7,300,000. Of those 4,866,666 Private Placement Warrants, the Sponsor purchased 3,126,666 Private Placement Warrants and the Underwriters purchased 1,740,000 Private Placement Warrants. Following the Initial Public Offering, the full exercise of the over-allotment option, and the sale of the Private Placement Warrants, a total of $300,150,000 was placed in the Trust Account. We incurred total transaction costs amounting to $18,281,523, consisting of $5,220,000 of cash underwriting fees, $12,789,000 of deferred underwriting fees and $272,523 of other costs. For the three months ended March 31, 2026, net cash used in operating activities was $710,646. Net income of $1,242,255 was affected by the interest earned on marketable securities held in Trust Account of $1,900,715, changes in prepaid insurance of $117,753, accounts payable of $9,042, accrued expenses of $45,525, and due to related party of $11,000. For the three months ended March 31, 2026, net cash used in investing activities was $300,150,000, which was due to the cash deposited into the Trust Account of $300,150,000. For the three months ended March 31, 2026, net cash provided by financing activities was $301,907,907, which was due to the proceeds from sale of Units, net of underwriting fees and reimbursement paid of $294,907,388 and proceeds from sale of Private Placement Warrants of $7,300,000 and Promissory Note (as defined below) of $50,000 offset by the payment of the Promissory Note of $250,000 and offering cost of $99,481. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing earnings on the Trust Account (less taxes payable, if any), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or 2 Table of Contents their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination. In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital 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 the working capital loans may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Off-Balance Sheet Arrangements We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets. Contractual Obligations We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than as follows: Administrative Services Agreement Commencing on January 23, 2026, the Company agreed to pay the Sponsor or an affiliate a total of $30,000 per month for general and administrative services, including office space and administrative services. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. As of March 31, 2026, the Company incurred fees for these services of $71,000. Underwriters Agreement Simultaneously with the Initial Public Offering, the Underwriters fully exercised the over-allotment option to purchase an additional 3,915,000 Units at an offering price of $10.00 per Unit for an aggregate purchase price of $39,150,000. The Underwriters were entitled to (1) an underwriting discount of $0.20 per Unit, or $5,220,000 that was paid in cash at closing, and (2) a deferred underwriting discount of $12,789,000 of which was made up of (i) a deferred fee of $0.40 per Unit of the gross proceeds from the sale of the Firm Units (as defined in the Underwriting Agreement), or $10,440,000, and (iii) a deferred fee of $0.60 of the gross proceeds from the sale of the Option Units (as defined in the Underwriting Agreement), or $2,349,000. 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. Registration Rights The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the Initial Public Offering, (ii) Private Placement Warrants 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 3 Table of Contents consummation of the Company’s initial Business Combination pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering. 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. Promissory Notes - 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 Initial Public Offering of its securities. Prior to the Initial Public Offering, the Company had borrowed $300,000 under the Promissory Note. As of March 31, 2026, there was no outstanding balance under the Promissory Note. Critical Accounting Policies and Estimates The preparation of the unaudited condensed financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the period reported. Actual results could materially differ from those estimates. We have not identified any critical accounting estimates. See Note 2—“Summary of Significant Accounting Policies” of our unaudited condensed financial statements and notes for additional information regarding the critical accounting policies and other significant accounting policies. Recent Accounting Standards Management does not believe that there are any recently issued, but not yet effective, accounting standards, which, if currently adopted, would have a material effect on the unaudited condensed financial statements and notes thereto included in this Quarterly Report. Item 3. Quantitative and Qualitative Disclosures About Market Risk Not required for smaller reporting companies.