SEC – ‘UPLOAD’ from 3/11/05 re: Aldabra Acquisition Corp – ‘LETTER’

On:  Friday, 3/11/05, at 1:09pm ET   ·   Private-to-Public:  Filing ¶  –  Release Delayed to:  2/13/06   ·   Accession #:  0-5-11630

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                   6±    23K 


MAIL STOP 0511                                                                  

                                                                January 26, 2005

Mr. Jason Weiss                                                                 
Chief Executive Officer                                                         
Aldabra Acquisition Corporation                                                 
Rockefeller Center                                                              
620 Fifth Avenue, 3rd Floor                                                     
New York, New York  10020                                                       

Re:     Aldabra Acquisition Corporation                                         
Registration Statement on Form S-1                                              
File No. 333-121610                                                             
Filed December 23, 2004                                             

Dear Mr. Weiss,                                                                 

We have reviewed your filing and have the following                 
comments.                                                                       
Where indicated, we think you should revise your document in                    
response                                                                        
to these comments.  If you disagree, we will consider your                      
explanation as to why our comment is inapplicable or a revision is              
unnecessary.  Please be as detailed as necessary in your                        
explanation.                                                                    
In some of our comments, we may ask you to provide us with                      
supplemental information so we may better understand your                       
disclosure.                                                                     
After reviewing this information, we may or may not raise                       
additional                                                                      
comments.                                                                       

Please understand that the purpose of our review process is         
to                                                                              
assist you in your compliance with the applicable disclosure                    
requirements and to enhance the overall disclosure in your filing.              
We look forward to working with you in these respects.  We welcome              
any questions you may have about our comments or on any other                   
aspect                                                                          
of our review.  Feel free to call us at the telephone numbers                   
listed                                                                          
at the end of this letter.                                                      

General                                                                         
1. Prior to the effectiveness of the Company`s registration                     
statement, the staff requests that we be provided with a copy of                
the                                                                             
letter or a call from the NASD that the NASD has no additional                  
concerns.                                                                       

2. Prior to effectiveness, please provide an update with respect                
to                                                                              
those states in which the offering will be conducted.                           

Prospectus Cover Page                                                           
3. We note the statement that registrant is a "blank check company              
recently formed for the purpose of effecting a merger, capital                  
stock                                                                           
exchange, asset acquisition or other similar business combination               
with an unidentified operating business which we believe has                    
significant growth potential."  This appears to be promotional and              
vague.  Please revise.                                                          

Summary Financial Data                                                          
4. We note that the majority of the offering proceeds will be                   
placed                                                                          
into an escrow account until a business combination is consummated              
or                                                                              
the company is liquidated.  Since the majority of the proceeds                  
cannot                                                                          
be used for your current operations, such amounts would be                      
classified                                                                      
as non-current in accordance with ARB 43, Chapter 3, paragraph 6.               
As                                                                              
a result, these amounts should be excluded from the "as adjusted"               
working capital balance.  Please revise your disclosures                        
accordingly.                                                                    

Risk Factors                                                                    
5. In the last sentence of the first risk factor on page 6, please              
delete the statement in parentheses regarding interest income from              
the proceeds of your offering, as any interest income would be                  
classified as non-operating income rather than revenue.                         

Dilution                                                                        
6. Please revise your disclosure to clarify that both the pro                   
forma                                                                           
book value per share and the number of shares that would be                     
outstanding after the offering have been adjusted for the shares                
which are subject to potential conversion.  You may wish to use a               
tabular presentation showing the components of the denominator and              
numerator of the pro forma book value per share calculation.                    

Use of Proceeds                                                                 

7. The company states in the first paragraph of the Use of                      
Proceeds                                                                        
section that "[a]ny amounts not paid as consideration to the                    
sellers                                                                         
of the target business may be used to finance operations of the                 
target business or to effect other acquisitions."  Please                       
reconcile                                                                       
this statement with disclosure in the Use of Proceeds section and               
in                                                                              
the MD&A section that states"[t]o the extent that our capital                   
stock                                                                           
is used in whole or in part as consideration to effect a business               
combination, the proceeds held in the trust fund as well as any                 
other                                                                           
net proceeds not expended will be used to finance the operations                
of                                                                              
the target business."  It would appear that to the extent that the              
company uses stock/cash or a combination of the two, any net                    
proceeds                                                                        
would be used to finance the operations of the target business.                 
Please revise the registration statement accordingly.                           

Proposed Business                                                               
8. Please provide us with reasonable support for the following                  
assertion and summarize the support.  If a third party is the                   
source                                                                          
of the information, please name the third party and the                         
publication                                                                     
where the information can be found.  If the information is not                  
readily available to the public, please file the third party`s                  
consent to being named in the prospectus and to the summary                     
contained                                                                       
in the disclosure.  If the basis for this representation is based               
upon management`s own experience, please clearly state to such                  
effect.                                                                         

* "...we believe such companies are usually overlooked by                       
traditional                                                                     
private equity firms and as a result, we believe such businesses                
can                                                                             
be acquired for attractive valuations."                                         

Financial Statements                                                            
9. On Page 24, in the Competition section, you reference the                    
potential dilution relating to your outstanding options and                     
warrants.                                                                       
In the financial statements, the warrants are disclosed but there               
is                                                                              
no disclosure regarding outstanding options.  If there are any                  
options outstanding, please revise the financial statements to                  
include all of the disclosures required by APB 25, FAS 123 and FAS              
148. If there are no options outstanding, please revise the                     
disclosure on Page 24 accordingly.                                              

10. Please disclose in the footnotes to the financial statements                
the                                                                             
following commitments and contingencies which are disclosed in                  
other                                                                           
portions of the document:                                                       

* The fee of 3% of the gross offering proceeds that will be                     
payable                                                                         
to Morgan Joseph & Co. at the closing of your business                          
combination.                                                                    

* The commitment by your officers and directors to purchase                     
warrants                                                                        
in the public market after they become separately traded as                     
disclosed                                                                       
on page 34.                                                                     

* The warrant solicitation fee that may become payable to Morgan                
Joseph & Co. as disclosed on page 41.                                           

Closing Comments                                                                

As appropriate, please amend your registration statement in         
response to these comments.  You may wish to provide us with                    
marked                                                                          
copies of the amendment to expedite our review.  Please furnish a               
cover letter with your amendment that keys your responses to our                
comments and provides any requested supplemental information.                   
Detailed cover letters greatly facilitate our review.  Please                   
understand that we may have additional comments after reviewing                 
your                                                                            
amendment and responses to our comments.                                        

We urge all persons who are responsible for the accuracy and        
adequacy of the disclosure in the filings reviewed by the staff to              
be                                                                              
certain that they have provided all information investors require               
for                                                                             
an informed decision.  Since the company and its management are in              
possession of all facts relating to a company`s disclosure, they                
are                                                                             
responsible for the accuracy and adequacy of the disclosures they               
have made.                                                                      

Notwithstanding our comments, in the event the company              
requests                                                                        
acceleration of the effective date of the pending registration                  
statement, it should furnish a letter, at the time of such                      
request,                                                                        
acknowledging that:                                                             

* should the Commission or the staff, acting pursuant to delegated              
authority, declare the filing effective, it does not foreclose the              
Commission from taking any action with respect to the filing;                   

* the action of the Commission or the staff, acting pursuant to                 
delegated authority, in declaring the filing effective, does not                
relieve the company from its full responsibility for the adequacy               
and                                                                             
accuracy of the disclosure in the filing; and                                   

* the company may not assert staff comments and the declaration of              
effectiveness as a defense in any proceeding initiated by the                   
Commission or any person under the federal securities laws of the               
United States.                                                                  

In addition, please be advised that the Division of                 
Enforcement                                                                     
has access to all information you provide to the staff of the                   
Division of Corporation Finance in connection with our review of                
your                                                                            
filing or in response to our comments on your filing.                           

We will consider a written request for acceleration of the          
effective date of the registration statement as a confirmation of               
the                                                                             
fact that those requesting acceleration are aware of their                      
respective                                                                      
responsibilities under the Securities Act of 1933 and the                       
Securities                                                                      
Exchange Act of 1934 as they relate to the proposed public                      
offering                                                                        
of the securities specified in the above registration statement.                
We                                                                              
will act on the request and, pursuant to delegated authority,                   
grant                                                                           
acceleration of the effective date.                                             

We direct your attention to Rules 460 and 461 regarding requesting              
acceleration of a registration statement.  Please allow adequate                
time                                                                            
after the filing of any amendment for further review before                     
submitting a request for acceleration.  Please provide this                     
request                                                                         
at least two business days in advance of the requested effective                
date.                                                                           

You may contact Carlton Tartar (202) 824-2847 if you have           
questions regarding comments on the financial statements and                    
related                                                                         
matters.  Questions on other disclosure issues may be directed to               
John Zitko at (202) 824-5532, or  William Underhill, who                        
supervised                                                                      
the review of your filing, at (202) 942-2953.                                   

                          Sincerely,

                                               John Reynolds, Assistant Director
                                             Office of Emerging Growth Companies

Cc:     David Alan Miller                                                       
Fax:  (212) 818-8881                                            

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Aldabra Acquisition Corporation                                                 
January 26, 2005                                                                
Page 1                                                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		2/13/06		UPLOAD
Filed on:		3/11/05		UPLOAD
		1/26/05		UPLOAD
		12/23/04		S-1,  UPLOAD
				List all Filings

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/02/05  Aldabra Acquisition Corp.         S-1/A¶                13:1M                                     Capital Systems 01/FA