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ý
    
    Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934For the quarterly period ended March 31, 2007 ̈
    
    Transition report under Section 13 or 15(d) of the Exchange Act
 For the transition period from  to
 001-33541
 Aldabra 2 Acquisition Corp.
 Delaware
    
    20-8356960(State or other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification No.)
 c/o Terrapin Partners LLC, 540 Madison Avenue, 17th Floor, New York, New York 10022
  212-710-4100
  ̈ ý
 
 ý  ̈




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ContentsPagePart I: Financial Information:Item 1 Financial Statements:Condensed Balance Sheet as of March 31, 2007 (Unaudited)
    
    3Condensed Statement of Operations for the Period February 1, 2007 (inception)

to March 31, 2007 (Unaudited)
    
    4Condensed Statement of Stockholders Equity for the Period

February 1, 2007 (inception) to March 31, 2007 (Unaudited)
    
    5Condensed Statement of Cash Flows for the Period February 1,

2007 (inception) to March 31, 2007 (unaudited)
    
    6Notes to Unaudited Condensed Financial Statements
    
    7Item 2  Managements Discussion and Analysis of Financial Condition

        And Results of Operations
    
    13Item 4  Controls and Procedures
    
    14Part II. Other InformationItem 2  Unregistered Sales of Equity Securities and Use of Proceeds
    
    16Item 6  Exhibits
    
    17Signatures
    
    18Certifications




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Part I:
Financial Information
 
 Item 1 - Financial Statements (Unaudited)
 Aldabra 2 Acquisition Corp.
 (a corporation in the development stage)
 
 Condensed Balance Sheet
 
 March 31,2007(unaudited)AssetsCurrent assets  Cash
    
    $
    27,578Deferred offering costs (Note 3)
    
    
    118,908Total assets
    
    $
    146,486Liabilities and Stockholders EquityCurrent liabilitiesAccrued offering costs
    
    $
    21,500Accrued expenses
    
    
    1,000Notes payable to initial stockholders (Note 4)
    
    
    100,000Total liabilities
    
    
    122,500Commitments (Note 6)Stockholders equityPreferred stock, $.0001 par value, authorized

1,000,000 shares; none issued
    
    
    Common stock, $.0001 par value,

authorized 100,000,000 shares,

issued and outstanding 10,350,000 shares
    
    
    1,035Additional paid-in capital
    
    
    23,965Deficit accumulated during development stage
    
    
    (1,014)Total stockholders equity
    
    
    23,986Total liabilities and stockholders equity
    
    $
    146,486
 See notes to Financial Statements.
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Aldabra 2 Acquisition Corp.
 (a corporation in the development stage)
 
 Condensed Statement of Operations
(unaudited)
For the Period February 1, 2007 (inception) to March 31, 2007
 
 For the periodFebruary 1, 2007(inception) toMarch 31, 2007Interest income
    
        
    $     146Expenses:Formation costs
    
    
    1,000Miscellaneous expenses
    
    
    160Total Expenses
    
    
    1,160Net loss
    
    
    $ (1,014
    )Weighted average shares outstanding
    
    
    10,350,000Net loss per share
    
    
    $   (0.00
    )
 See notes to Financial Statements.
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Aldabra 2 Acquisition Corp.
 (a corporation in the development stage)
 
 Condensed Statement of Stockholders Equity
(unaudited)
For the Period February 1, 2007 (inception) to March 31, 2007
 
 DeficitAccumulatedCommon Stock
    
    Additional paid-in
    
    During theShares
    
    Amount
    
    capital
    
    Development Stage
    
    Stockholders EquityIssuance of common stock
to initial 
stockholders
on February 1, 2007 at
$.002 per share
    
    
    10,350,000
    
    
    $
    1,035
    
    
    
    $ 23,965
    
    
    $
    --
    
    
    
    $ 25,000Net Loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,014
    )
    
    
    (1,014
    )Balance at March 31, 2007
    
    
    10,350,000
    
    
    $
    1,035
    
    
    
    $ 23,965
    
    
    $
    (1,014
    )
    
    
    $ 23,986
 See notes to Financial Statements
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Aldabra 2 Acquisition Corp.
 (a corporation in the development stage)
 
 Condensed Statement of Cash Flows
(unaudited)
For the Period February 1, 2007 (inception) to March 31, 2007
 
 For the periodFebruary 1, 2007(inception) toMarch 31, 2007Cash flows from operating activitiesNet loss

    $
    
    (1,014
    )Adjustment to reconcile net loss to net cash used in operating activitiesIncrease in accrued expenses
    
    
    1,000Net cash used in operating activities
    
    
    (14
    )Cash flows from financing activitiesProceeds from sale of shares of common stock to Initial Stockholders
    
    
    25,000Proceeds from notes payable to Initial Stockholders
    
    
    100,000Payment of costs associated with Proposed Offering
    
    
    (97,408
    )Net cash provided by financing activities
    
    
    27,592Net increase in cash
    
    
    27,578Cash at beginning of period
    
    
    -Cash at end of period
    $
    
    27,578Supplemental disclosure of non-cash financing activities:Accrual of deferred offering cost
    $
    

    21,500
 See notes to Financial Statements
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Aldabra 2 Acquisition Corp.
 (a corporation in the development stage)
 
 Notes to Financial Statements
(unaudited)
 1.
    
    Organization and
Business

Operations
    
    The condensed financial statements at March 31, 2007 and for the period from
February 1, 2007 (inception) to March 31, 2007 have been prepared by the Company. In
the opinion of management, all adjustments (consisting of normal accruals and recurring
items) have been made that are necessary to present fairly the financial position of
Aldabra 2 Acquisition Corp. (the Company) as of March 31, 2007 and the results of its
operations and cash flows for the period from February 1, 2007 (inception) to March 31,
2007. Operating results for the interim period presented are not necessarily indicative
of the results to be expected for any other interim period or for the full year.Aldabra 2 Acquisition Corp. was incorporated in Delaware on February 1, 2007 for the
purpose of effecting a merger, capital stock exchange, asset acquisition or other
similar business combination with an operating business.At March 31, 2007, the Company had not yet commenced any operations. All activity
through March 31, 2007 relates to the Companys formation and the public offering
described below.The registration statement for the Companys initial public offering (Offering) was
declared effective June 19, 2007. The Company consummated the Offering June 22, 2007
and received net proceeds of approximately $384,344,000. The Companys management has
broad discretion with respect to the specific application of the net proceeds of this
Offering, although substantially all of the net proceeds of this Offering are intended
to be generally applied toward consummating a business combination with an operating
business (Business Combination). Furthermore, there is no assurance that the Company
will be able to successfully effect a Business Combination. Upon the closing of the
Offering an aggregate of $399,500,000 including the $3,000,000 proceeds of the Private
Placement described in Note 2 and the $12,420,000 of deferred underwriters discounts
described in Note 2, was placed in a trust account (Trust Account) which is to be
invested in United States government securities within the meaning of Section 2(a)(16)
of the Investment Company Act of 1940 having a maturity of 180 days or less or in money
market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment
Company Act of 1940 until the earlier of (i) the consummation of its first Business
Combination and (ii) liquidation of the Company. The placing of funds in the Trust
Account may not protect those funds from third party claims against the Company.
Although the Company will seek to have all vendors and service providers (which would
include any third parties we engaged to assist us in any way in connection with our
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Aldabra 2 Acquisition Corp.
 (a corporation in the development stage)
 Notes to Financial Statements
(unaudited)
 search for a target business) and prospective target businesses execute agreements with
the Company waiving any right, title, interest or claim of any kind in or to any monies
held in the Trust Account, there is no guarantee that they will execute such agreements.
Nor is there any guarantee that, even if such entities execute such agreements with us,
they will not seek recourse against the trust account or that a court would not conclude
that such agreements are not legally enforceable. The Companys Chairman of the Board
and the Companys Chief Executive Officer have agreed that they will be liable under
certain circumstances to ensure that the proceeds in the Trust Account are not reduced
by the claims of target businesses or claims of vendors or other entities that are owed
money by the Company for services rendered or contracted for or products sold to the
Company. However, there can be no assurance that they will be able to satisfy those
obligations. Furthermore, they will not have any personal liability as to any claimed
amounts owed to a third party who executed a waiver (including a prospective target
business). Additionally, in the case of a prospective target business that did not
execute a waiver, such liability will only be in an amount necessary to ensure that
public stockholders receive no less than $10.00 per share upon liquidation The remaining
net proceeds (not held in the Trust Account) may be used to pay for business, legal and
accounting due diligence on prospective acquisitions and continuing general and
administrative expenses. Additionally, up to an aggregate of $3,100,000 of interest
earned on the Trust Account balance may be released to the Company to fund working
capital requirements and additional amounts may be released to us as necessary to
satisfy tax obligations.The Company, after signing a definitive agreement for the acquisition of a target
business, is required to submit such transaction for stockholder approval. In the event
that stockholders owning 40% or more of the shares sold in the Offering vote against the
Business Combination and exercise their conversion rights described below, the Business
Combination will not be consummated. All of the Companys stockholders prior to the
Offering, including all of the officers and directors of the Company (Initial
Stockholders), have agreed to vote their founding shares of common stock in accordance
with the vote of the majority in interest of all other stockholders of the Company
(Public Stockholders) with respect to any Business Combination. After consummation of
a Business Combination, these voting safeguards will no longer be applicable.With respect to a Business Combination which is approved and consummated, any Public
Stockholder who voted against the Business Combination may demand that the Company
convert his or her shares. The per share conversion price will equal the amount in the
Trust Account, calculated as of two business days prior to the consummation of the
proposed Business Combination, divided by the number of shares
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Aldabra 2 Acquisition Corp.
 (a corporation in the development stage)
 Notes to Financial Statements
(unaudited)
 of common stock held by
Public Stockholders at the consummation of the Offering. Accordingly, Public
Stockholders holding 39.99% of the aggregate number of shares owned by all Public
Stockholders may seek conversion of their shares in the event of a Business Combination.
Such Public Stockholders are entitled to receive their per share interest in the Trust
Account computed without regard to the shares held by Initial Stockholders.The Companys Amended and Restated Certificate of Incorporation provides that the
Company will continue in existence only until 24 months from the Effective Date of the
Offering. If the Company has not completed a Business Combination by such date, its
corporate existence will cease and it will dissolve and liquidate for the purposes of
winding up its affairs. In the event of liquidation, it is likely that the per share
value of the residual assets remaining available for distribution (including Trust Fund
assets) will be less than the initial public offering price per share in the Offering
(assuming no value is attributed to the Warrants contained in the Units sold in the
Offering).Concentration of Credit Risk The Company maintains cash in a bank deposit account
which, at times, exceeds federally insured (FDIC) limits. The Company has not
experienced any losses on this account.Deferred Income Taxes -Deferred income tax assets and liabilities are computed for
differences between the financial statements and tax basis of assets and liabilities
that will result in future taxable or deductible amounts and are based on enacted tax
laws and rates applicable to the periods in which the differences are expected to effect
taxable income. Valuation allowances are established when necessary to reduce deferred
income tax assets to the amount expected to be realized.Loss Per Share -Loss per share is computed by dividing net loss by the
weighted-average number of shares of common stock outstanding during the period.Use of Estimates -The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of assets
and liabilities at the date of the financial statements and the reported amounts of
expenses during the reporting period. Actual results could differ from those estimates.
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Aldabra 2 Acquisition Corp.
 (a corporation in the development stage)
 Notes to Financial Statements
(unaudited)
 New Accounting Pronouncements -Management does not believe that any recently issued,
but not yet effective, accounting standards if currently adopted would have a material
effect on the accompanying financial statements.2.
    
    Public Offering and
Private Placement
    
    In June 2007, the Company completed its Offering in which it sold to the public
41,400,000 units (Units), including 5,400,000 Units subject to the underwriters
over-allotment option at an offering price of $10.00 per Unit. Each Unit consists of
one share of the Companys common stock and one Redeemable Common Stock Purchase Warrant
(Warrants). Each Warrant will entitle the holder to purchase from the Company one
share of common stock at an exercise price of $7.50 commencing the later of the
completion of a Business Combination and one year from the effective date of the
Offering and expiring four years from the effective date of the Offering. The Company
may redeem the Warrants, at a price of $.01 per Warrant upon 30 days notice while the
Warrants are exercisable, only in the event that the last sale price of the common stock
is at least $14.25 per share for any 20 trading days within a 30 trading day period
ending on the third day prior to the date on which notice of redemption is given. In
accordance with the warrant agreement relating to the Warrants to be sold and issued in
the Offering, the Company is only required to use its best efforts to maintain the
effectiveness of the registration statement covering the Warrants. The Company will not
be obligated to deliver securities, and there are no contractual penalties for failure
to deliver securities, if a registration statement is not effective at the time of
exercise. Additionally, in the event that a registration is not effective at the time
of exercise, the holder of such Warrant shall not be entitled to exercise such Warrant
and in no event (whether in the case of a registration statement not being effective or
otherwise) will the Company be required to net cash settle the warrant exercise.
Consequently, the Warrants may expire unexercised and unredeemed.The Company agreed to pay the underwriters in the Offering an underwriting discount of
7% of the gross proceeds of the Offering. However, the underwriters agreed that 3% of
the gross proceeds of the Offering ($12,420,000) will not be payable unless and until
the Company completes a Business Combination and have waived their right to receive such
payment upon the Companys liquidation if it is unable to complete a Business
Combination.The Companys Chairman and the Companys Chief Executive Officer purchased a total of
3,000,000 Warrants (Insider Warrants) at $1.00 per Warrant (for an aggregate purchase
price of $3,000,000) privately from the Company. These purchases took place
simultaneously with the consummation of the Offering. All of the proceeds received from
these purchases have been placed in the Trust Account. The Insider
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Aldabra 2 Acquisition Corp.
 (a corporation in the development stage)
 Notes to Financial Statements
(unaudited)
 Warrants purchased
by such purchaser were identical to the Warrants underlying the Units issued in the
Offering except that the Warrants may not be called for redemption and the Insider
Warrants may be exercisable on a cashless basis, at the holders option, so long as
such securities are held by such purchaser or his affiliates. Furthermore, the
purchaser has agreed that the Insider Warrants will not be sold or transferred by them,
except for estate planning purposes, until after the Company has completed a Business
Combination.3.
    
    Deferred Offering
Costs
    
    Deferred offering costs consist of legal and other fees incurred through the
balance sheet date that are directly related to the Offering and that were charged to
stockholders equity upon the receipt of the capital raised.4.
    
    Notes Payable,
Stockholders
    
    The Company issued unsecured promissory notes in an aggregate principal amount of
$100,000 to two of the Initial Stockholders on February 27, 2007. The notes are
non-interest bearing and were payable on the earlier of February 27, 2008 or the
consummation of the Offering. Due to the short-term nature of the notes, the fair value
of the notes approximates their carrying amount. These notes were repaid on June 22,
2007.5.
    
    Income Taxes
    
    Significant components of the Companys future tax assets are as follows:
 Expenses deferred for income tax purposes

    $
    
    345Less: valuation allowance
    
    
    (345
    )Totals

    $
    
    -
 Management has recorded a full valuation allowance against its deferred tax assets
because it does not believe it is more likely than not that sufficient taxable income
will be generated.The effective tax rate differs from the statutory rate of 34% due to the increase in the
valuation allowance6.
    
    Commitments
    
    The Company presently occupies office space provided by an affiliate of two of the
Initial Stockholders. Such affiliate has agreed that, until the Company consummates a
Business Combination, it will make such office space, as well as certain office and
secretarial services, available to the Company, as may be required by the Company from
time to time. The Company has agreed to pay such affiliate $7,500 per month for such
services commencing on the effective date of the Offering.Pursuant to letter agreements which the Initial Stockholders entered into with the
Company and the underwriters, the Initial Stockholders have waived their right to
receive distributions with respect to their founding shares upon the Companys
liquidation.
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Aldabra 2 Acquisition Corp.
 (a corporation in the development stage)
 Notes to Financial Statements
(unaudited)
 The Initial Stockholders and the holders of the Insider Warrants (or underlying
securities) are entitled to registration rights with respect to their founding shares or
Insider Warrants (or underlying securities) pursuant to an agreement signed on the
effective date of the Offering. The holders of the majority of the founding shares are
entitled to demand that the Company register these shares at any time commencing three
months prior to the first anniversary of the consummation of a Business Combination.
The holders of the Insider Warrants (or underlying securities) are entitled to demand
that the Company register these securities at any time after the Company consummates a
Business Combination. In addition, the Initial Stockholders and holders of the Insider
Warrants (or underlying securities) have certain piggy-back registration rights on
registration statements filed after the Companys consummation of a Business
Combination.7.
    
    Common Stock
    
    Effective June 12, 2007 and June 19, 2007, the Companys Board of Directors
authorized a stock dividend of 0.5 shares of common stock and 0.2 shares of common
stock, respectively, for each outstanding shares of common stock. On June 12, 2007, the
Companys Certificate of Incorporation was amended to increase the authorized shares of
common stock from 60,000,000 to 85,000,000 shares of common stock. On June 19, 2007, the
Companys Certificate of Incorporation was further amended to increase the authorized
number of shares of common shares to 100,000,000 shares of common stock. All references
in the accompanying financial statements to the number of shares of stock have been
retroactively restated to reflect these transactions.8.
    
    Preferred Stock
    
    The Company is authorized to issue 1,000,000 shares of preferred stock with such
designations, voting and other rights and preferences as may be determined from time to
time by the Board of Directors.The agreement with the underwriters prohibits the Company, prior to a Business
Combination, from issuing preferred stock which participates in the proceeds of the
Trust Account or which votes as a class with the Common Stock on a Business Combination.
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ITEM
2 - MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL 
CONDITION AND RESULTS OF OPERATIONS
  Forward Looking Statements
  Overview
  Results of Operations
  Financial Condition and Liquidity
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
    
    $1,000,000 of expenses for the search for target businesses and for the legal,
accounting and other third-party expenses attendant to the due diligence
investigations, structuring and negotiating of a business combination;
    
    $250,000 of expenses for the due diligence and investigation of a target
business by our officers, directors and existing stockholders;
    
    $200,000 of expenses in legal and accounting fees relating to our SEC reporting
obligations;
    
    $180,000 for the administrative fee payable to Terrapin Partners LLC ($7,500
per month for twenty four months); and
    
    $1,670,000 for general working capital that will be used for miscellaneous
expenses and reserves, including approximately $120,000 for director and officer
liability insurance premiums.
   
 ITEM 4. CONTROLS AND PROCEDURES.
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Limitations on the Effectiveness of Controls
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PART II
 OTHER INFORMATION
 
 ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
      16




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ITEM 6: EXHIBITS
 (a)
    
    Exhibits:
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SIGNATURES
  ALDABRA 2 ACQUISITION CORP.Dated: July 31, 2007/s/ Jason WeissJason WeissChief Executive Officer (Principal Executive
Officer and Principal Financial and Accounting
Officer), Secretary and Director 18