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UNITEDSTATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.20549

FORM 10-QSB

(Mark One)

|        |                                                                                  |
|--------|----------------------------------------------------------------------------------|
|   | Quarterly report underSection 13 or 15(d) of the Securities Exchange Act of 1934 |

|        |                                              |
|--------|----------------------------------------------|
|   | For the quarterly period endedMarch 31, 2005 |

|        |                                                                |
|--------|----------------------------------------------------------------|
|   | Transition report underSection 13 or 15(d) of the Exchange Act |

|        |                                                            |
|--------|------------------------------------------------------------|
|   | For the transition period from_____________to_____________ |

Commission File Number 000-51150

|                                                                           |  |                                     |  |  |  |  |
|---------------------------------------------------------------------------|--|-------------------------------------|--|--|--|--|
| AldabraAcquisition Corporation                                            |
| (Exact Name of SmallBusiness Issuer as Specified in ItsCharter)           |
| Delaware                                                                  |  | 20-1918691                          |
| (Stateor other Jurisdiction of Incorporation orOrganization)              |  | (I.R.S. Employer IdentificationNo.) |
| c/oTerrapin Partners, LLC, Rockefeller Center, 620 Fifth Avenue,3rd Floor |
| New York, NewYork 10020                                                   |
| (Address of Principal ExecutiveOffice)                                    |
| (212)332-3555                                                             |
| (Issuer's Telephone Number,Including Area Code)                           |
|                                                                           |

Check whether theissuer (1) filed all reports required to be filed by Section 13 or15(d) of the Exchange Act during the past 12 months (or for suchshorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90days. Yes      No  

As of May16, 11,200,000 shares of common stock, par value $.0001 per share, wereissued and outstanding.

Transitional Small BusinessDisclosure Format (checkone):        Yes      No  

|  |
|--|
|  |
|  |
|  |
|  |

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|                                                                                             |  |        |    |        |  |  |
|---------------------------------------------------------------------------------------------|--|--------|----|--------|--|--|
|                                                                                        |  | Page   |
| PartI: Financial Information:                                                               |  |
| Item 1– Financial Statements(Unaudited):                                              |  |
| BalanceSheet                                                                                |  |   | 3  |   |
| Statements ofOperations                                                                     |  |   | 4  |   |
| Statements ofStockholders' Equity                                                           |  |   | 5  |   |
| Statements of Cash Flows                                                                    |  |   | 6  |   |
| Notes to Financial Statements                                                               |  |   | 7  |   |
| Item 2 – Management's Discussion andAnalysis or Plan of Operation                     |  |   | 10 |   |
| Item 3 – Controls andProcedures                                                       |  |   | 11 |   |
| Part II. OtherInformation                                                                   |  |
| Item 2 – Changes inSecurities and Small Business Issuer Purchases of EquitySecurities |  |   | 12 |   |
| Item 6 –Exhibits and Reports on Form 8-K                                              |  |   | 12 |   |
| Signatures                                                                                  |  |   | 13 |   |
|                                                                                             |

2

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AldabraAcquisition Corporation(a corporation in the developmentstage)

BalanceSheet

|                                                                                                                            |  |                           |            |                  |  |        |         |         |  |  |  |  |  |  |  |  |  |  |
|----------------------------------------------------------------------------------------------------------------------------|--|---------------------------|------------|------------------|--|--------|---------|---------|--|--|--|--|--|--|--|--|--|--|
|                                                                                                                       |  | March31, 2005 (unaudited) |            | December 31,2004 |  |
| **ASSETS**                                                                                                                 |  |
| Cashand cash equivalents                                                                                                   |  | $                         | 1,469,969  |             |  | $      | 11,095  |    |  |
| Cash held in Trust Fund (Note1)                                                                                            |  |                      | 49,455,065 |             |  |   | — |    |  |
| Prepaidexpenses                                                                                                            |  |                      | 100,440    |             |  |   | — |    |  |
| Deferredofferingcosts                                                                                                      |  |                      | —    |             |  |   | 83,905  |    |  |
| **Totalassets**                                                                                                            |  | $                         | 51,025,474 |             |  | $      | 95,000  |    |  |
|                                                                                                                       |  |
| **LIABILITIESAND STOCKHOLDERS'EQUITY**                                                                                     |  |
|                                                                                                                       |  |
| **Currentliabilities:**                                                                                                    |  |
| Accruedexpenses                                                                                                            |  | $                         | 69,424     |             |  | $      | 1,100   |    |  |
| Capitaland income taxespayable                                                                                             |  |                      | 32,852     |             |  |
| Deferred Trustincome                                                                                                       |  |                      | 23,802     |             |  |   | — |    |  |
| Notes payable,stockholders                                                                                                 |  |                      | —    |             |  |   | 70,000  |    |  |
| Totalliabilities                                                                                                           |  |                      | 126,078    |             |  |   | 71,100  |    |  |
|                                                                                                                       |  |
| Commonstock, subject to possible conversion, 1,839,080 shares at conversionvalue (Note2)                                   |  |                      | 9,862,266  |             |  |   | — |    |  |
|                                                                                                                       |  |
| **Commitment**                                                                                                             |  |
|                                                                                                                       |  |
| **Stockholders'equity (Notes 2, 3 and4)**                                                                                  |  |
| Preferred stock, $.0001 parvalue, Authorized 1,000,000 shares; noneissued                                                  |  |
| Common stock, $.0001 parvalue                                                                                              |  |
| Authorized 35,000,000shares                                                                                                |  |
| Issued and outstanding 11,200,000shares (which includes 1,839,080 subject to possible conversion) and2,000,000respectively |  |                      | 1,120      |             |  |   | 200     |    |  |
| Additionalpaid-incapital                                                                                                   |  |                      | 40,996,589 |             |  |   | 24,800  |    |  |
| Income(Deficit) accumulated during the developmentstage                                                                    |  |                      | 39,421     |             |  |   | (1,100  | )  |  |
| **Totalstockholders'equity**                                                                                               |  |                      | 41,037,130 |             |  |   | 23,900  |    |  |
| **Totalliabilities and stockholders'equity**                                                                               |  | $                         | 51,025,474 |             |  | $      | 95,000  |    |  |
|                                                                                                                            |

SeeNotes to Unaudited Financial Statements.

3

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Aldabra AcquisitionCorporation (a corporation in the development stage)

Statement of Operations(unaudited)

|                                          |  |                                          |           |                                                                   |  |        |           |        |  |  |  |  |  |  |  |  |  |  |
|------------------------------------------|--|------------------------------------------|-----------|-------------------------------------------------------------------|--|--------|-----------|--------|--|--|--|--|--|--|--|--|--|--|
|                                     |  | Forthe Three Months Ended March 31, 2005 |           | For the Periodfrom November 22, 2004 (inception) to March 31,2005 |  |
| **Income:**                              |  |
| InterestIncome                           |  | $                                        | 95,557    |                                                              |  | $      | 95,557    |   |  |
|                                     |  |
| **Expenses:**                            |  |
| Professionalfees                         |  |                                     | 3,245     |                                                              |  |   | 3,245     |   |  |
| Franchise andcapitaltaxes                |  |                                     | 14,702    |                                                              |  |   | 14,702    |   |  |
| Rent andoffice                           |  |                                     | 10,446    |                                                              |  |   | 10,446    |   |  |
| Insurance                                |  |                                     | 7,964     |                                                              |  |   | 7,964     |   |  |
| Otherformation and operatingcosts        |  |                                     | 529       |                                                              |  |   | 1,629     |   |  |
| **TotalExpenses**                        |  |                                     | 36,886    |                                                              |  |   | 37,986    |   |  |
|                                     |  |
| **Incomebeforetaxes**                    |  |                                     | 58,671    |                                                              |  |   | 57,571    |   |  |
|                                     |  |
| **Provisionfor incometaxes**             |  |                                     | 18,150    |                                                              |  |   | 18,150    |   |  |
|                                     |  |
| **Netincome**                            |  | $                                        | 40,521    |                                                              |  | $      | 39,421    |   |  |
|                                     |  |
| **Netincome per share basic anddiluted** |  | $                                        | .01       |                                                              |  | $      | .01       |   |  |
|                                     |  |
| **Weightedaverage sharesoutstanding**    |  |                                     | 6,288,889 |                                                              |  |   | 4,969,231 |   |  |
|                                          |

SeeNotes to Unaudited Financial Statements.

4

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Aldabra AcquisitionCorporation (a corporation in the development stage)

Statement of Stockholders'Equity

|                                                                                                                                      |  |                                                                                     |            |                         |  |                                                        |         |        |  |        |            |         |  |        |         |         |  |        |            |         |  |  |
|--------------------------------------------------------------------------------------------------------------------------------------|--|-------------------------------------------------------------------------------------|------------|-------------------------|--|--------------------------------------------------------|---------|--------|--|--------|------------|---------|--|--------|---------|---------|--|--------|------------|---------|--|--|
|                                                                                                                                 |  |             CommonStock |            | Addition paid-incapital |  | Income (Deficit) Accumulated DuringtheDevelopmentStage |         | Total  |
|                                                                                                                                 |  | Shares                                                                              |            | Amount                  |  |
| Balance, November 22, 2004(inception)                                                                                                |  |                                                                                | —    |                    |  | $                                                      | — |   |  | $      | —    |    |  | $      | — |    |  | $      | —    |    |
|                                                                                                                                 |  |
| Saleof 2,000,000 shares of common stock to initial stockholders at $.0125per share, as adjusted (Note4)                              |  |                                                                                | 2,000,000  |                    |  |                                                   | 200     |   |  |   | 24,800     |    |  |   | — |    |  |   | 25,000     |    |
|                                                                                                                                 |  |
| NetLoss for theperiod                                                                                                                |  |                                                                                | —    |                    |  |                                                   | — |   |  |   | —    |    |  | $      | (1,100  | )  |  |   | (1,100     | )  |
| Balanceat December 31,2004                                                                                                           |  |                                                                                | 2,000,000  |                    |  | $                                                      | 200     |   |  | $      | 24,800     |    |  | $      | (1,100  | )  |  | $      | 23,900     |    |
|                                                                                                                                 |  |
| Unaudited:                                                                                                                           |  |
| Saleof 9,200,000 units, net of underwriters' discount and offeringexpenses (includes 1,839,080 shares subject to possibleconversion) |  |                                                                                | 9,200,000  |                    |  |                                                   | 920     |   |  |   | 50,834,055 |    |  |   |    |    |  |   | 50,834,975 |    |
|                                                                                                                                 |  |
| Proceedssubject to possible conversion of 1,839,080shares                                                                            |  |                                                                                | —    |                    |  |                                                   | — |   |  |   | (9,862,266 | )  |  |   | — |    |  |   | (9,862,266 | )  |
|                                                                                                                                 |  |
| Netincome for theperiod                                                                                                              |  |                                                                                | —    |                    |  |                                                   | — |   |  |   | —    |    |  |   | 40,521  |    |  |   | 40,521     |    |
|                                                                                                                                 |  |
| Balance,March 31,2005                                                                                                                |  |                                                                                | 11,200,000 |                    |  | $                                                      | 1,120   |   |  |   | 40,996,589 |    |  |   | 39,421  |    |  |   | 41,037,130 |    |
|                                                                                                                                      |

SeeNotes to Unaudited Financial Statements.

5

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Aldabra AcquisitionCorporation (a corporation in the development stage)

Statement of Cash Flows (unaudited)

|                                                                             |  |                                          |             |                                                                   |  |        |             |         |  |  |
|-----------------------------------------------------------------------------|--|------------------------------------------|-------------|-------------------------------------------------------------------|--|--------|-------------|---------|--|--|
|                                                                        |  | Forthe Three Months Ended March 31, 2005 |             | For the periodfrom November 22, 2004 (inception) to March 31,2005 |
| **Cash flow from operatingactivities**                                      |  |
| Netincome                                                                   |  | $                                        | 40,521      |                                                              |  | $      | 39,421      |    |
| Adjustmentsto reconcile net income to net cash used in operatingactivities: |  |
| Accrued interest on treasury billsheld inTrust                              |  |                                     | (119,065    | )                                                            |  |   | (119,065    | )  |
| Increasein capital and income taxespayable                                  |  |                                     | 32,852      |                                                              |  |   | 32,852      |    |
| Increasein deferredinterest                                                 |  |                                     | 23,802      |                                                              |  |   | 23,802      |    |
| Increasein prepaidexpenses                                                  |  |                                     | (100,440    | )                                                            |  |   | (100,440    | )  |
| Decreasein accruedexpenses                                                  |  |                                     | (1,100      | )                                                            |  |   | —     |    |
| Netcash used in operatingactivities                                         |  |                                     | (123,430    | )                                                            |  |   | (123,430    | )  |
|                                                                        |  |
| **Cashflows from Investing Activities**                                     |  |
| Cash heldin TrustFund                                                       |  |                                     | (49,336,000 | )                                                            |  |   | (49,336,000 | )  |
|                                                                        |  |
| **Cashflows from financing activities**                                     |  |
| Proceedsfrom notes payable, stockholders                                    |  | $                                        | —     |                                                              |  | $      | 70,000      |    |
| Repayment of notespayable,stockholders                                      |  |                                     | (70,000     | )                                                            |  |   | (70,000     | )  |
| Proceedsfrom sale of shares of commonstock                                  |  |                                     | 55,200,000  |                                                              |  |   | 55,225,000  |    |
| Paymentof costs of publicoffering                                           |  |                                     | (4,211,696  | )                                                            |  |   | (4,295,601  | )  |
|                                                                        |  |
| **Netcash provided by financingactivities**                                 |  |                                     | 50,918,304  |                                                              |  |   | 50,929,399  |    |
|                                                                        |  |
| **Netincrease incash**                                                      |  | $                                        | 1,458,874   |                                                              |  | $      | 1,469,969   |    |
| **Cashat beginning of theperiod**                                           |  |                                     | 11,095      |                                                              |  |   | —     |    |
| **Cashat the end of theperiod**                                             |  |                                     | 1,469,969   |                                                              |  |   | 1,469,969   |    |
|                                                                        |  |
| SupplementalSchedule of non-cash financingactivity:                         |  |
|                                                                        |  |
| Accrued costs ofpublic offering                                             |  | $                                        | 69,424      |                                                              |  | $      | 69,424      |    |
|                                                                             |

See Notes to UnauditedFinancial Statements.

6

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AldabraAcquisition Corporation(a corporation in the developmentstage) Notes to Unaudited FinancialStatements

|                                                                                             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |  |  |  |
|---------------------------------------------------------------------------------------------|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| 1.    BasisofPresentation                                               |  | Thefinancial statements at March 31, 2005 and for the periods ended March31, 2005 are unaudited. In the opinion of management, all adjustments(consisting of normal accruals) have been made that are necessary topresent fairly the financial position of Aldabra AcquisitionCorporation (the "Company") as of March 31,2005 and the results of its operations and its cash flow for the periodfrom January 1, 2004 through March 31, 2005. Operating results for theinterim period presented are not necessarily indicative of the resultsto be expected for a full year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                        |  | Thestatements and related notes have been prepared pursuant to the rulesand regulations of the U.S. Securities and Exchange Commission.Accordingly, certain information and footnote disclosures normallyincluded in financial statements prepared in accordance with generallyaccepted accounting principles have been omitted pursuant to such rulesand regulations. These financial statements should be read inconjunction with the financial statements that were included in theCompany's Annual Report on Form 10-KSB for the period endedDecember  31,  2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 2.    Organization and      BusinessOperations |  | The Company was incorporated in November 22, 2004 asa blank check company whose objective is to acquire an operatingbusiness.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                        |  | All activity from November 22,2004 (inception) through March 31, 2005 relates to the Company'sformation and initial public offering described below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                        |  | The registration statement for the Company'sinitial public offering ("Offering") wasdeclared effective February 17, 2005. The Company consummated theoffering on February 24, 2005 and received net proceeds ofapproximately $44,139,000 (Note 3). On February 25, 2005, the Companyconsummated the closing of the over-allotment option and the Companyreceived net proceeds of approximately $6,696,000 (Note 3). TheCompany's management has broad discretion with respect to thespecific application of the net proceeds of this Offering, althoughsubstantially all of the net proceeds of this Offering are intended tobe generally applied toward consummating a business combination with anoperating business ("Business Combination").An amount of approximately $49,336,000 of the net proceeds is beingheld in an interest-bearing trust account ("TrustFund") until the earlier of (i) the consummation of aBusiness Combination or (ii) liquidation of the Company. Under theagreement governing the Trust Fund, funds will only be invested inUnited States government securities (Treasury Bills) with a maturity of180 days or less. This amount has been invested in Treasury Bills. TheTreasury Bills have been accounted for as trading securities, which arerecorded at their market value of approximately $49,455,000 at March31, 2005. The excess of market value over cost, exclusive of thedeferred interest described further below, is included in interestincome in the accompanying statements of operations. The remaining netproceeds (not held in the Trust Fund) may be used to pay for business,legal and accounting due diligence on prospective acquisitions andcontinuing general and administrativeexpenses. |
|                                                                                             |

7

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AldabraAcquisition Corporation(a corporation in the developmentstage)  (continued) Notes to Unaudited FinancialStatements

|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |  |  |  |
|--------|--|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
|   |  | TheCompany, after signing a definitive agreement for the acquisition of atarget business, will submit such transaction for stockholder approval.In the event that stockholders owning 20% or more of the sharessold in the Offering vote against the Business Combination and exercisetheir conversion rights described below, the Business Combination willnot be consummated. All of the Company's stockholders prior tothe Offering, including all of the officers and directors of theCompany ("Initial Stockholders"), have agreedto vote their 2,000,000 founding shares of common stock in accordancewith the vote of the majority in interest of all other stockholders ofthe Company ("Public Stockholders") withrespect to any Business Combination. After consummation of a BusinessCombination, these voting safeguards will no longer beapplicable.                                                                                                                                                                                                                                                                                                        |
|   |  | With respect to a BusinessCombination which is approved and consummated, any Public Stockholderwho voted against the Business Combination may demand that the Companyconvert his or her shares. The per share conversion price will equalthe amount in the Trust Fund as of two days prior to the consummationof the proposed Business Combination divided by the number of shares ofcommon stock held by Public Stockholders at the consummation of theOffering. Accordingly, Public Stockholders holding 19.99% of theaggregate number of shares owned by all Public Stockholders may seekconversion of their shares in the event of a Business Combination. SuchPublic Stockholders are entitled to receive their per share interest inthe Trust Fund computed without regard to the shares held by InitialStockholders. Accordingly, a portion of the net proceeds from theoffering (19.99% of the amount originally held in the TrustFund) has been classified as common stock subject to possibleredemption in the accompanying March 31, 2005 balance sheet and19.99% of the related interest earned on the Treasury Bill hasbeen recorded as deferred interest. |
|   |  | TheCompany's Amended and Restated Certificate of Incorporationprovides for mandatory liquidation of the Company in the event that theCompany does not consummate a Business Combination within 18 monthsfrom the date of the consummation of the Offering, or 24 months fromthe consummation of the Offering if certain extension criteria havebeen satisfied. In the event of liquidation, it is likely that the pershare value of the residual assets remaining available for distribution(including Trust Fund assets) will be less than the initial publicoffering price per share in the Offering (assuming no value isattributed to the Warrants contained in the Units sold in the Offeringdiscussed in Note 3).                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|        |

8

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AldabraAcquisition Corporation(a corporation in the developmentstage)  (continued) Notes to Unaudited FinancialStatements

|                                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |  |  |  |
|-------------------------------------------------|--|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| 3.    InitialPublicOffering |  | OnFebruary 24, 2005, the Company sold 8,000,000 units("Units") in the Offering. On February 25,2005, the Company sold an additional 1,200,000 Units pursuant to theunderwriters' over-allotment option. Each Unit consists of oneshare of the Company's common stock, $.0001 par value, and twoRedeemable Common Stock Purchase Warrants("Warrants"). Each Warrant will entitle theholder to purchase from the Company one share of common stock at anexercise price of $5.00 commencing the later of the completion of aBusiness Combination with a target business or one year from theeffective date of the Offering and expiring four years from the date ofthe prospectus. The Warrants will be redeemable at a price of $.01 perWarrant upon 30 days' notice after the Warrants becomeexercisable, only in the event that the last sale price of the commonstock is at least $8.50 per share for any 20 trading days within a 30trading day period ending on the third day prior to the date on whichnotice of redemption is given. |
| 4.    CommonStock           |  | On January 27, 2005, the Company's Board ofDirectors authorized a stock dividend of one share of common stock foreach outstanding share of common stock. In addition, on January 27,2005, the Company's Board of Directors approved an amendment tothe Company's Certificate of Incorporation to increase the numberof authorized shares of common stock to 35,000,000. All references inthe accompanying financial statements to the numbers of shares havebeen retroactively restated to reflect these transactions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                            |  | As of March 31, 2005, 18,400,000 shares of commonstock were reserved for issuance upon exercise of redeemablewarrants.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                 |

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ITEM 2 –MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion should be read in conjunction with theCompany's Consolidated Financial Statements and footnotes theretocontained in this report.

Forward Looking Statements

The statements discussed in this Report include forward lookingstatements that involve risks and uncertainties, including the timelydelivery and acceptance of the Company's products and the otherrisks detailed from time to time in the Company's reports filedwith the Securities and Exchange Commission.

We were formed onNovember 22, 2004, to serve as a vehicle to effect a merger, capitalstock exchange, asset acquisition or other similar business combinationwith an operating business. We intend to utilize cash derived from theproceeds of our recently completed public offering, our capital stock,debt or a combination of cash, capital stock and debt, in effecting abusiness combination.

For the three months ended March 31, 2005,we had net income of approximately $41,000, derived from interestincome less operating expenses.

For the period from November 22,2004 (inception) through March 31, 2005, we had net income ofapproximately $39,000, derived from interest income less operatingexpenses.

We consummated our initial public offering on February24, 2005. On February 25, we consummated the closing of an additional1,200,000 units that were subject to the underwriters'over-allotment option. Gross proceeds from our initial public offeringwere $55,200,000. We paid a total of $3,864,000 in underwritingdiscounts and commissions, and approximately $501,000 was or will bepaid for costs and expenses related to the offering. After deductingthe underwriting discounts and commissions and the offering expenses,the total net proceeds to us from the offering were approximately$50,835,000, of which $49,336,000 was deposited into the trust account(or $5.36 per share sold in the offering). The remaining proceeds areavailable to be used by us to provide for business, legal andaccounting due diligence on prospective acquisitions and continuinggeneral and administrative expenses. We will use substantially all ofthe net proceeds of this offering to acquire a target business,including identifying and evaluating prospective acquisitioncandidates, selecting the target business, and structuring, negotiatingand consummating the business combination. To the extent that ourcapital stock is used in whole or in part as consideration to effect abusiness combination, the proceeds held in the trust fund as well asany other net proceeds not expended will be used to finance theoperations of the target business. We believe we will have sufficientavailable funds outside of the trust fund to operate through February24, 2007, assuming that a business combination is not consummatedduring that time. From February 24, 2005 through February 24, 2007, weanticipate approximately $350,000 of expenses for the due diligence andinvestigation of a target business, $350,000 of expenses for legal,accounting and other expenses attendant to the due diligenceinvestigations, structuring and negotiating of a business combination,$180,000 for the administrative fee payable to Terrapin Partners LLC($7,500 per month for two years), $40,000 of expenses in legal andaccounting fees relating to our SEC reporting obligations and $579,000for general working capital that will be used for miscellaneousexpenses and reserves, including approximately $95,000 for director andofficer liability insurance premiums. We do not believe we will need toraise additional funds following this offering in order to meet theexpenditures required for operating our business. However, we may needto raise additional funds through a private offering of debt or equitysecurities if such funds are required to consummate a businesscombination that is presented to us. We would only consummate such afinancing simultaneously with the consummation of a businesscombination.

Commencing on February 17, 2005 and ending upon theacquisition of a target business, we began incurring a fee fromTerrapin Partners LLC, an affiliate of Nathan Leight, our chairman ofthe board, Jason Weiss, our chief executive officer, Lyla Oyakawa, ourvice president of business development, and Robert Plotkin, our chieftechnology officer, of $7,500 per month for providing us with certainadministrative, technology and secretarial services, as well as the useof certain limited 

10

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office space, including a conference room, inNew York City. In addition, in December 10, 2004, Nathan Leight andJason Weiss advanced an aggregate of $70,000 to us for payment on ourbehalf of offering expenses. These loans were repaid following ourinitial public offering from the proceeds of the offering.

ITEM3. CONTROLS AND PROCEDURES.

An evaluation of the effectivenessof our disclosure controls and procedures as of March 31, 2005 was madeunder the supervision and with the participation of our management,including our chief executive officer. Based on that evaluation, heconcluded that our disclosure controls and procedures are effective asof the end of the period covered by this report to ensure thatinformation required to be disclosed by us in reports that we file orsubmit under the Securities Exchange Act of 1934 is recorded,processed, summarized and reported within the time periods specified inSecurities and Exchange Commission rules and forms. During the mostrecently completed fiscal quarter, there has been no significant changein our internal control over financial reporting that has materiallyaffected, or is reasonably likely to materially affect, our internalcontrol over financial reporting.

11

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PART II.

OTHER INFORMATION

ITEM 2: CHANGES IN SECURITIES AND SMALL BUSINESS ISSUERPURCHASES OF EQUITY SECURITIES

On February 24, 2005, weconsummated our initial public offering of 8,000,000 Units, with eachunit consisting of one share of our common stock and two warrants, eachto purchase one share of our common stock at an exercise price of $5.00per share. On February 25, 2005, we closed on an additional 1,200,000units that were subject to the underwriters' over-allotmentoption. The units were sold at an offering price of $6.00 per unit,generating total gross proceeds of $55,200,000. Morgan Joseph & Co.Inc. acted as the sole book running manager and EarlyBirdCapital, Inc.acted as a co-manager. The securities sold in the offering wereregistered under the Securities Act of 1933 on a registration statementon Form S-1 (No. 333-121610). The Securities and Exchange Commissiondeclared the registration statement effective on February 17, 2005.

We paid a total of $3,864,000 in underwriting discounts andcommissions, and approximately $501,000 has been or will be paid forcosts and expenses related to the offering.

After deducting theunderwriting discounts and commissions and the offering expenses, thetotal net proceeds to us from the offering were approximately$50,835,000, of which $49,336,000 was deposited into a trust fund (or$5.36 per share sold in the offering) and the remaining proceeds areavailable to be used to provide for business, legal and accounting duediligence on prospective business combinations and continuing generaland administrative expenses.

ITEM 6: EXHIBITS AND REPORTS ONFORM 8-K

|  |           |           |
|--|-----------|-----------|
|  | (a)  | Exhibits: |

|  |        |                                              |
|--|--------|----------------------------------------------|
|  |   | 31.1 – Section 302 Certificationby CEO |

|  |        |                                              |
|--|--------|----------------------------------------------|
|  |   | 32.1 – Section 906Certification by CEO |

|  |           |                     |
|--|-----------|---------------------|
|  | (b)  | Reports onForm 8-K: |

|  |        |      |
|--|--------|------|
|  |   | None |

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SIGNATURES

Inaccordance with the requirements of the Exchange Act, the registrantcaused this report to be signed on its behalf by the undersigned,thereunto duly authorized.

|  | ALDABRA ACQUISITIONCORPORATION |
|--|--------------------------------|

Dated: May 16, 2005

|  | /s/Jason Weiss Jason Weiss Chief ExecutiveOfficer |
|--|---------------------------------------------------|

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