Aldabra 4 Liquidity Opportunity Vehicle Inc-A美股招股说明书(2026-01-22版)

Aldabra 4 Liquidity Opportunity Vehicle, Inc. 26,100,000Units Aldabra 4 Liquidity Opportunity Vehicle, Inc. is a blank check company incorporated as a Cayman Islands exemptedcompany for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganizationor similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as ourinitial business combination. We have not selected any business combination target and we have not, nor has anyone on ourbehalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We may pursue aninitial business combination in any business or industry. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one ClassAordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one ClassAordinary share at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. Nofractional warrants will be issued upon separation of theunits and only whole warrants will trade. The warrants will becomeexercisable 30days after the completion of our initial business combination, and will expire fiveyears after the completion ofour initial business combination or earlier upon redemption or our liquidation, as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional 3,915,000units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, orvote against, our initial business combination, all or a portion of their ClassA ordinary shares that are sold as part of theunits inthis offering, which we refer to collectively as our public shares, upon the completion of our initial business combination at aper share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of twobusiness days prior to the consummation of our initial business combination, including interest earned on the funds held in thetrust account, less taxes payable (but without deduction for any excise or similar tax that may be due or payable), divided by thenumber of then-outstanding public shares, subject to the limitations and on the conditions described herein.See“Summary —The Offering — Redemption rights for public shareholders upon completion of our initial business combination” and “Summary — TheOffering — Redemption of public shares and distribution and liquidation if no initial business combination” for more information. Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination andwe do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, ouramended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate ofsuch shareholder or any other person with whom such shareholder is acting in concert or as a “group”(as defined underSection13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming its shares with respect tomore than an aggregate of 15% of the shares sold in this offering without our prior consent. However, we would not berestricting our shareholders’ ability to vote all of their shares (including all shares held by those shareholders that hold more than15% of the shares sold in this offering) for or against our initial business combination.See “Summary — The Offering —Limitation on redemption rights of shareholders holding 15% or more of the shares sold in this offering if we hold shareholder vote” forfurther discussion on certain limitations on redemption rights. Our sponsor, Aldabra 4 LOV Sponsor Partnership, LLC (our “sponsor”), and the underwriters have committed to purchasean aggregate of 4,866,666 private placement warrants, each exercisable to purchase one ClassA ordinary share at $11.50 pershare, at a price of $1.50 per private placement warrant, or $7,300,000 in the aggregate, in a private placement that will closesimultaneously with the closing of this offering. Of those 4,866,666 private placement warrants, our sponsor has agreed topurchase 3,126,666 private placement warrants and the underwriters have agreed to purchase an aggregate of 1,740,000 privateplacement warrants (with Cantor Fitzgerald & Co. purchasing 1,566,000 private placement warrants and Ladenburg, Thalmann& Co. and The Benchmark Company, LLC each purchasing 87,000 private placement warrants). Each private placement warrantis exercisable to purchase one ClassA ordinary share at $11.50 per share. If the private placement warrants become exercisableon a cashless basis, the exercise of such warrants may result in material dilution to our pub