##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
  þ
    
    Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended June 30, 2007
 o
    
    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 Incorporation or
    
    (I.R.S. Employer Identification No.)Organization)
 c/o Terrapin Partners LLC, 540 Madison Avenue, 17th Floor, New York, New York 10022
   (Issuers Telephone Number, Including Area Code)
 o þ
  o o þ
 þ o




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ContentsPagePart I: Financial Information:Item 1. Financial Statements:Condensed Balance Sheet
    
    
    3Condensed Statement of Operations
    
    
    4Condensed Statement of Stockholders Equity
    
    
    5Condensed Statement of Cash Flows
    
    
    6Notes to Unaudited Condensed Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    14Item 4. Controls and Procedures
    
    
    15Part II. Other Information:Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    17Item 6. ExhibitsSignaturesCertificationsEXHIBIT 31EXHIBIT 32
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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
 (unaudited
 June 30,2007ASSETSCurrent assets:Cash
    
    $
    289,909Cash held in trust
    
    
    400,010,092Prepaid expenses
    
    
    61,974Total current assets
    
    
    400,361,975Deferred tax asset
    
    
    8,603Total assets
    
    $
    400,370,578LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accrued registration costs
    
    $
    33,609Accrued expenses
    
    
    12,000Income and capital taxes payable
    
    
    232,343Deferred underwriting fee
    
    
    12,420,000Total current liabilities
    
    
    12,697,952COMMON STOCK SUBJECT TO POSSIBLE CONVERSION(16,555,860  shares at conversion value)
    
    
    159,760,000CommitmentsStockholders 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 51,750,000 shares
(which includes 16,555,860 shares subject to possible conversion)
    
    
    5,175Additional paid-in capital
    
    
    227,639,650Income accumulated during development stage
    
    
    267,801Total stockholders equity
    
    
    227,912,626Total liabilities and stockholders equity
    
    $
    400,370,578
 See notes to Condensed Financial Statements.
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Aldabra 2 Acquisition Corp.
(a corporation in the development stage)
Condensed Statement of Income
(unaudited)
 For the periodFebruary 1,For the three
    
    
    2007months ended
    
    
    (inception) toJune 30, 2007
    
    
    June 30, 2007Interest income
    
    $
    510,398
    
    
    $
    510,544EXPENSESFormation costs
    
    
    
    
    
    
    1,000Professional fees
    
    
    12,000
    
    
    
    12,000Insurance expense
    
    
    2,618
    
    
    
    2,618Administrative fees
    
    
    3,000
    
    
    
    3,000Miscellaneous expenses
    
    
    225
    
    
    
    385Total expenses
    
    
    17,843
    
    
    
    19,003Net income before income taxes
    
    
    492,555
    
    
    
    491,541Provision for income taxes
    
    
    (223,740
    )
    
    
    (223,740
    )Net income
    
    $
    268,815
    
    
    $
    267,801Weighted average shares outstanding, basic and diluted
    
    
    14,444,506
    
    
    
    12,834,000Basic and diluted net income per share
    
    $
    0.02
    
    
    $
    0.02
 See notes to Condensed Financial Statements.
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Aldabra 2 Acquisition Corp.
(a corporation in the development stage)
 
 Condensed Statement of Stockholders Equity
 (unaudited)
 Net incomeaccumulatedAdditional
    
    
    during
    
    
    TotalCommon Stock
    
    
    paid-in
    
    
    development
    
    
    stockholdersShares
    
    
    Amount
    
    
    capital
    
    
    stage
    
    
    equityIssuance of common stock to
initial stockholders on
February 1, 2007 at $.002
per share
    
    
    10,350,000
    
    
    $
    1,035
    
    
    $
    23,965
    
    
    $
    
    
    
    $
    25,000Proceeds from issuance
of warrants
    
    
    
    
    
    
    
    
    
    
    3,000,000
    
    
    
    
    
    
    
    3,000,000Sale of 41,400,000 Units
through public offering net of
underwriters discount and
offering expenses (which
includes 16,555,860 shares
subject to conversion)
    
    
    41,400,000
    
    
    
    4,140
    
    
    
    384,375,685
    
    
    
    
    
    
    
    384,379,825Less 16,555,860 shares of
common stock subject to
possible conversion
    
    
    
    
    
    
    
    
    
    
    (159,760,000
    )
    
    
    
    
    
    
    (159,760,000
    )Net Income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    267,801
    
    
    
    267,801Balance, June 30, 2007
    
    
    51,750,000
    
    
    $
    5,175
    
    
    $
    227,639,650
    
    
    $
    267,801
    
    
    $
    227,912,626
 See notes to Condensed Financial Statements.
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Aldabra 2 Acquisition Corp.
(a corporation in the development stage)
 
 Condensed Statement of Cash Flows
(unaudited)
 For the periodFebruary 1, 2007(inception) toJune 30, 2007Cash Flows from Operating ActivitiesNet income
    
    $
    267,801Adjustments to reconcile net income with net cash used in operating activities:Interest income on investments held in trust
    
    
    (510,092
    )Change in operating assets and liabilities:Increase in prepaid expenses
    
    
    (61,974
    )Increase in accrued expenses
    
    
    12,000Increase in deferred tax asset
    
    
    (8,603
    )Increase in income and capital taxes payable
    
    
    232,343Net cash used in operating activities
    
    
    (68,525
    )Cash used in investing activitiesCash held in trust
    
    
    (399,500,000
    )Cash Flows from Financing ActivitiesProceeds from sale of shares of common stock to
Initial Stockholders
    
    
    25,000Proceeds from notes payable to Initial Stockholders
    
    
    137,000Payment of notes payable to Initial Stockholders
    
    
    (137,000
    )Proceeds from public offering
    
    
    414,000,000Proceeds from issuance of insider warrants
    
    
    3,000,000Payment of costs associated with Offering
    
    
    (17,166,566
    )Net cash provided by financing activities
    
    
    399,858,434Net increase in cash
    
    
    289,909Cash at beginning of the period
    
    
    Cash at end of the period
    
    $
    289,909Supplemental disclosure of non-cash informationAccrual of registration costs
    
    $
    33,609Accrual of deferred underwriting fee
    
    $
    12,420,000
 See notes to Condensed Financial Statements.
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Aldabra 2 Acquisition Corp.
(a corporation in the development stage)
 
 Notes to Condensed Financial Statements
 (unaudited)
 1.  Organization and
Business
Operations

    
    Aldabra 2 Acquisition Corp. (the Company) 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.The condensed financial statements at June 30, 2007 and for the periods ended June 30, 2007
are unaudited. In the opinion of management, all adjustments (consisting of normal
adjustments) have been made that are necessary to present fairly the financial position of
the Company as of June 30, 2007, the results of its operations for the three month period
ended June 30, 2007 and for the period from February 1, 2007 (inception) through June 30,
2007, and its cash flows for the period from February 1, 2007 (inception) through June 30,
2007. Operating results for the interim period presented are not necessarily indicative of
the results to be expected for a full year. All activity through June 22, 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 $384,380,000. 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 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.
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Aldabra 2 Acquisition Corp.
(a corporation in the development stage)
Notes to Condensed Financial Statements
(unaudited)
 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.
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Aldabra 2 Acquisition Corp.
(a corporation in the development stage)
Notes to Condensed Financial Statements
(unaudited)
 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 of common stock held by Public
Stockholders at the consummation of the Offering. Accordingly, Public Stockholders holding
up to39.99% of the aggregate number of shares owned by all Public Stockholders may seek
conversion of their shares in the event of a Business Combination. Accordingly, a portion
of the net proceeds from the Offering (39.99% of the amounts originally placed in the Trust
Account) has been classified as common stock subject to possible conversion in the
accompanying balance sheet. 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.
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Aldabra 2 Acquisition Corp.
(a corporation in the development stage)
Notes to Condensed Financial Statements
(unaudited)
 Net Income Per Share Net income per share is computed by dividing net income by the
weighted-average number of shares of common stock outstanding during the period. The
effect of the 41,400,000 outstanding warrants issued in connection with the initial public
offering and the 3,000,000 outstanding warrants issued in connection with the private
placement has not been considered in diluted income per share calculations since such
warrants are contingently exercisable.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.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.
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Aldabra 2 Acquisition Corp.
(a corporation in the development stage)
Notes to Condensed Financial Statements
(unaudited)
 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 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.  Accrued
Registration Costs
    
    Accrued registration costs consist primarily of legal and other fees incurred through
the balance sheet date that are directly related to the Offering.5.  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. Additional unsecured
promissory notes in aggregate amounts of $25,000 and $12,000 were issued to the Initial
Stockholders on June 12, 2007 and June 21, 2007, respectively. The notes were non-interest
bearing and were payable on the earlier of February 27, 2008 or
the consummation of the
Offering. The notes payable to Initial Stockholders were paid in full on June 22, 2007.
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Aldabra 2 Acquisition Corp.
(a corporation in the development stage)
Notes to Condensed Financial Statements
(unaudited)
 6.  Income Taxes
    
    The provision for income taxes consists of the following:
 Current:Federal
    
    $
    143,316State
    
    
    89,027Deferred:Federal
    
    
    (5,357
    )State
    
    
    (3,246
    )Totals
    
    $
    223,740
 Significant components of the Companys deferred tax asset are as follows:
 Expenses deferred for income tax purposes
    
    $
    8,603Less: valuation allowance
    
    
    Totals
    
    $
    8,603
 Management has not recorded a valuation allowance against its deferred tax asset because it
believes it is more likely than not that sufficient taxable income will be generated to
utilize this asset.
The effective tax rate of 45% differs from the statutory rate of 34% due to the effect of
state and local income tax.7.  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 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 Condensed Financial Statements
(unaudited)
 The Initial Stockholders and the holders of the Insider
 Warrants (or underlying securities)
will be entitled to registration
 rights with respect to their founding shares or Insider
Warrants (or underlying securities) pursuant to an agreement that was signed prior to 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.The Company agreed to pay the fees to the underwriters in the Offering as described in Note
2 above.Subsequent to the financial statement date, the Company entered into an agreement with a
service provider. The agreement calls for an initial payment of $250,000 and requires a
future payment of $250,000 upon the occurrence of certain events.8.  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.9.  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
      
 ITEM 6. EXHIBITS
  31
    
    Section 302 Certification by Chief Executive Officer32
    
    Section 906 Certification by Chief Executive Officer
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SIGNATURES
  ALDABRA 2 ACQUISITION CORP.Dated: August 13, 2007
    
    /s/ Jason WeissJason WeissChief Executive Officer, Secretary and Director(Principal Executive Officer and PrincipalFinancial and Accounting Officer)
 18