kl02003.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A
(RULE
14a-101)
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment No.)
Filed
by
the Registrant R
Filed
by
a Party other than the Registrant £
Check
the
appropriate box:
¨ Preliminary
Proxy Statement
£ Confidential,
for Use of the
Commission Only (as permitted by Rule14a-6(e)(2))
o Definitive
Proxy
Statement
R Definitive
Additional Materials
£ Soliciting
Material Pursuant to §240.14a-12
Aldabra
2 Acquisition
Corp.
(Name
of
Registrant as Specified In Its
Charter)______________________________________________________________________________________________________________________________________
(Name
of
Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
|
£
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
|
(1)
|
Title
of each class of securities to which transaction applies:
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_____________________________________________________________________________________________________________________________________
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(2)
|
Aggregate
number of securities to which transaction applies:
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_____________________________________________________________________________________________________________________________________
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(3)
|
Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is
calculated and state how it was determined):
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_____________________________________________________________________________________________________________________________________
|
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(4)
|
Proposed
maximum aggregate value of transaction:
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_____________________________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________________________
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£
|
Fee
paid previously with preliminary materials.
|
|
£
|
Check
box if any part of the fee is offset as provided by Exchange Act
Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid
previously. Identify the previous filing by registration statement
number,
or the Form or Schedule and the date of its filing.
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|
|
(1)
|
Amount
Previously Paid:
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_____________________________________________________________________________________________________________________________________
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(2)
|
Form,
Schedule or Registration Statement No.:
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_____________________________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________________________
As
disclosed in a Schedule 14A filed with the Securities and Exchange Commission
(the “SEC”) on February 1, 2008 by Aldabra 2 Acquisition Corp. (the “Company”)
and in a related press release issued the same day and attached as an exhibit
to
such Schedule 14A, certain institutional shareholders have executed contingent
value rights agreements (the “Agreements”) with Terrapin Partners Venture
Partnership (“Terrapin”), Boise Cascade, L.L.C. (“Boise Cascade”), and the
Company. As of today, an additional ten institutional shareholders,
for a total of approximately 50 such holders, have executed such Agreements,
and
it is expected that an additional one to five such holders will execute such
Agreements tomorrow. As described in such Schedule 14A, the investors
will receive from Terrapin and Boise Cascade certain contingent value rights
to
receive payments in cash and/or shares of the Company’s common stock, and such
investors agreed to vote in favor of all the proposals set forth in the
Company’s definitive proxy statement, filed with the SEC on January 23,
2008. Further details are set forth in the prior Schedule 14A, which
is incorporated herein by reference.
Where
to Find Additional
Information
The
Company has filed with the SEC preliminary proxy statements and a definitive
proxy statement in connection with the proposed transaction. Investors are
urged
to carefully read the proxy statements and any other relevant documents filed
with the SEC when they become available, because they will contain important
information about the Company and the transaction. Copies of the proxy
statements and other documents filed by the Company will be available at the
Web
site maintained by the SEC at www.sec.gov.
Participants
in the Solicitation
The
Company, its current directors and
executive officers, and certain individuals nominated to serve as the Company’s
directors or executive officers following the proposed acquisition may be deemed
to be participants in the solicitation of proxies from the Company’s
stockholders in connection with such acquisition. In addition, Lazard
Capital Markets LLC and Pali Capital, Inc., two of the underwriters for the
Company’s IPO, may assist in these efforts and may also be deemed to be
participants in such solicitations of proxies. In connection with the
Company’s IPO, the Company has agreed to pay the underwriters for the IPO an
underwriting discount, a portion of which (in the amount of $12,420,000) would
not be payable unless and until the Company completes a business combination.
The Company will not pay the underwriters additional fees in connection with
any
such efforts. Information regarding the Company's current directors
and executive officers is available in the Company’s Registration Statement on
Form S-1 (Registration Nos. 333-141398 and 333-143890), which was filed with
the
SEC on March 19, 2007, and subsequent amendments thereto, and are also contained
in the Company’s preliminary proxy statement. Other information
regarding the participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise, are set forth
in the definitive proxy statements filed with the SEC.