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
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