MIAMI, June 3, 2022
/PRNewswire/ -- 26 Capital Acquisition Corp. ("26 Capital")
(NASDAQ: ADER), today announced that the registration statement on
Form F-4 (the "Registration Statement") filed by UE Resorts
International, Inc. ("UERI") in connection with the previously
announced proposed business combination (the "Business
Combination") of 26 Capital with UERI, the holding company of
Okada Manila, one of the premier
casino resorts in Asia and the
largest integrated resort in the
Philippines, has been declared effective by the U.S.
Securities and Exchange Commission ("SEC"). The Registration
Statement provides important information about 26 Capital, UERI,
and the Business Combination.
26 Capital also announced a record date of June 3, 2022 (the "Record Date") and a meeting
date of June 28, 2022, for the
special meeting of its stockholders (the "Special Meeting") to
approve the Business Combination. If the proposals at the Special
Meeting are approved, the parties anticipate that the Business
Combination will close shortly thereafter, subject to the
satisfaction of all other closing conditions.
Upon closing, the combined company is expected to be listed on
Nasdaq with its common shares and warrants trading under the new
ticker symbols "UERI" and "UERIW", respectively.
The Special Meeting will be held on June
28, 2022, at a time to be determined. Additionally, it will
be available via live webcast and participants have the option to
listen to the Special Meeting by dialing-in. The webcast link and
dial-in number will be forthcoming.
26 Capital recommends all stockholders vote in advance of the
Special Meeting by telephone, via the Internet or by signing,
dating, and returning the proxy card upon receipt.
Your vote for all proposals is important, no matter how many or
how few shares you own. If you have any questions or need
assistance voting, please contact D.F. King & Co., Inc., 26
Capital's proxy solicitor, by calling (866) 342-4883 (shareholders)
or (212) 269-5550 (banks and brokers), or by emailing
ADER@dfking.com.
About 26 Capital Acquisition Corp.
26 Capital Acquisition Corp. (NASDAQ: ADER) is a
Nasdaq-listed blank check company formed for the purpose of
creating stockholder value by identifying an acquisition target
with significant growth opportunities that the 26 Capital team can
enhance by utilizing its experience and track record of creating
and unlocking value, with particular focus in gaming, gaming
technology, lodging, and entertainment. 26 Capital is led by
Jason Ader of SpringOwl Asset
Management. Mr. Ader has over 26 years of experience as an
institutional investor, asset manager, and research analyst, with
particular expertise in the gaming and hospitality industries.
SpringOwl Asset Management has raised more than $1 billion in capital since it was founded in
2013.
About UE Resorts International, Inc.
UE Resorts International, Inc. is the holding company of
Okada Manila, the premier casino and
integrated resort in Entertainment City, Manila. Okada Manila is the largest integrated resort in
the Philippines and amongst the
largest in the world. Located in one of the fastest-growing gaming
markets in Asia, Okada Manila sits on over 50 acres of land, and
upon final completion will have licensed capacity to operate 974
gaming tables and 6,890 electronic gaming machines and have 993
luxury hotel rooms.
Participants in the Solicitation
26 Capital Acquisition Corp. and certain of its directors and
executive officers may be deemed participants in the solicitation
of proxies from 26 Capital Acquisition Corp.'s stockholders with
respect to the proposed business combination transaction. A list of
the names of those directors and executive officers and a
description of their interests in 26 Capital Acquisition Corp. is
set forth in 26 Capital Acquisition Corp.'s filings with the SEC
(including 26 Capital Acquisition Corp.'s final prospectus related
to its initial public offering (File No. 333-251682) dated as of
January 14, 2021), and are available
free of charge at the SEC's web site at www.sec.gov, or by
directing a request to 26 Capital Acquisition Corp., 701 Brickell
Avenue, Miami, Florida 33131,
attention: Jason Ader. Additional
information regarding the interests of such participants will be
contained in the prospectus/proxy statement for the proposed
business combination transaction when available.
Okada Manila and certain of their
directors and executive officers may also be deemed to be
participants in the solicitation of proxies from the stockholders
of 26 Capital Acquisition Corp. in connection with the proposed
business combination transaction. A list of the names of such
directors and executive officers and information regarding their
interests in the proposed business combination transaction will be
included in the registration/proxy statement for the proposed
business combination transaction when available
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed business combination transaction. This
press release shall also not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any states or jurisdictions in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction
Forward-Looking Statements
This press release includes "forward-looking statements" within
the meaning of the "safe harbor" provisions of the United States
Private Securities Litigation Reform Act of 1995. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by
any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Okada Manila's actual results may differ from
their expectations, estimates, and projections and, consequently,
you should not rely on these forward-looking statements as
predictions of future events. Words such as "expect," "estimate,"
"project," "budget," "forecast," "anticipate," "intend," "plan,"
"may," "will," "could," "should," "believes," "predicts,"
"potential," "continue," and similar expressions (or the negative
versions of such words or expressions) are intended to identify
such forward-looking statements. These forward-looking statements
include, without limitation, 26 Capital Acquisition Corp.'s and
Okada Manila's expectations with
respect to future performance and anticipated financial impacts of
the business combination transaction.
These forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ
materially, and potentially adversely, from those expressed or
implied in the forward-looking statements. Most of these factors
are outside 26 Capital Acquisition Corp.'s and Okada Manila's control and are difficult to
predict. Factors that may cause such differences include, but are
not limited to: (1) the outcome of any legal proceedings that may
be instituted against 26 Capital Acquisition Corp. and/or
Okada Manila following the
consummation of the business combination transaction; (2) the
impact of COVID-19 and related regulatory responses (such as local
community quarantine and international travel restrictions) on
Okada Manila's business; (3) the
dependence of Okada Manila's
business on its casino gaming license; (4) the inability to
maintain the listing of Okada
Manila's common shares on the Nasdaq following the
consummation of the business combination transaction; (5) the risk
that the business combination transaction disrupts current plans
and operations; (6) the ability to recognize the anticipated
benefits of the business combination transaction, which may be
affected by, among other things, competition, the ability of
Okada Manila to grow and manage
growth profitably, and retain its key employees; (7) costs related
to the business combination transaction; (8) changes in applicable
laws or regulations; (9) the possibility that Okada Manila may be adversely affected by other
economic, business, and/or competitive factors; and (10) any plans
to expand operations outside of the
Philippines. The foregoing list of factors is not exclusive.
All subsequent written and oral forward-looking statements
concerning 26 Capital Acquisition Corp. or Okada Manila, the transactions described herein
or other matters and attributable to 26 Capital Acquisition Corp.,
Okada Manila or any person acting on
their behalf are expressly qualified in their entirety by the
cautionary statements above. Readers are cautioned not to place
undue reliance upon any forward-looking statements, which speak
only as of the date made. Each of 26 Capital Acquisition Corp. and
Okada Manila expressly disclaims any
obligations or undertaking to release publicly any updates or
revisions to any forward-looking statements contained herein to
reflect any change in their expectations with respect thereto or
any change in events, conditions, or circumstances on which any
statement is based, except as required by law.
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SOURCE 26 Capital