Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On January 23, 2026, the Company consummated the initial public offering (the “Initial Public Offering”) of 30,015,000 Units, including 3,915,000 Units issued pursuant to the exercise of Underwriters’ over-allotment option in full. Each Unit consists of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant (each, a “Warrant”) each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $300,150,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement of 3,126,666 warrants to Aldabra 4 LOV Sponsor Partnership, LLC (the “Sponsor”) and an aggregate of 1,740,000 warrants to the Underwriters (collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $7,300,000 (the “Private Placement”). No underwriting discounts or commissions were paid with respect to the Private Placement. The securities in the offering were registered under the Securities Act on registration statement on Form S-1 (No. 333-292418), which was declared effective by the Securities and Exchange Commission on January 21, 2026. The Private Placement Warrants are identical to the Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.
Of the gross proceeds received from the Initial Public Offering and the Private Placement, an aggregate of $300,150,000 was placed in the Trust Account.
Transaction costs related to the Initial Public Offering amounted 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 offering costs.
For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
None
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