UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): September 7, 2007
ALDABRA 2 ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
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Delaware
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001-33541
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20-8356960 |
(State or other jurisdiction
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(Commission
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(IRS Employer |
of incorporation)
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File Number)
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Identification No.) |
c/o Terrapin Partners LLC
540 Madison Avenue, 17th Floor
New York, New York 10022
(Address of principal executive offices)
212-710-4100
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
þ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
This Current Report on Form 8-K/A is being filed by Aldabra 2 Acquisition Corp. (the
Company) to amend and supplement the Companys Current Report on Form 8-K (the Prior Report),
dated and filed with the Securities and Exchange Commission (SEC) on September 7, 2007. The
Prior Report, among other matters, announced that on September 7, 2007, the Company entered into a
Purchase and Sale Agreement (Purchase Agreement), by and among Boise Cascade, L.L.C., Boise Paper
Holdings, L.L.C., Boise White Paper, L.L.C., Boise Packaging & Newsprint, L.L.C., Boise Cascade
Transportation Holdings Corp., the Company and Aldabra Sub LLC.
The description of the Purchase Agreement contained in the Prior Report is not complete and is
qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed
as Exhibit 2.1 hereto and is incorporated herein by reference. The Purchase Agreement contains
representations and warranties that the parties made to and solely for the benefit of each other.
The assertions embodied in those representations and warranties are qualified in information
contained in confidential disclosure schedules that the parties exchanged in connection with
signing the Purchase Agreement. Accordingly, investors and security holders should not rely on the
representations and warranties as characterizations of the actual state of facts, since they are
modified by the underlying disclosure schedules. These disclosure schedules contain information
that has been included in the parties prior public disclosures, as well as potential additional
non-public information. Moreover, information concerning the subject matter of the representations
and warranties may have changed since the date of the Purchase Agreement, which subsequent
information may or may not be fully reflected in the parties public disclosures.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number |
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Description |
2.1
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Purchase and Sale Agreement, by and among Boise Cascade,
L.L.C., Boise Paper Holdings, L.L.C., Boise White Paper,
L.L.C., Boise Packaging & Newsprint, L.L.C., Boise Cascade
Transportation Holdings Corp., Aldabra 2 Acquisition Corp.
and Aldabra Sub LLC |
Where to Find Additional Information
The Company plans to file with the SEC a proxy statement in connection with the proposed
transaction. Investors are urged to carefully read the proxy statement 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 statement 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 and its directors and executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of the Company in connection with the proposed
transaction. Information regarding the Companys directors and executive officers is available in
the Companys 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. Other
information regarding the participants in the proxy solicitation and a description of their direct
and indirect interests, by security holdings or otherwise, will be set forth in the proxy statement
to be filed with the SEC in connection with the proposed transaction.