Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
03 5월 2023 - 12:41AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 28, 2023
26 Capital Acquisition Corp.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-39900 |
|
85-2695910 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
OfficeEdge Miami
701 Brickell Avenue, Suite 1550
Miami, Florida 33131
(Address of principal executive office and zip
code)
(305) 709-6664
(Registrant’s 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:
☒ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-half of one Redeemable Warrant |
|
ADERU |
|
The Nasdaq Stock Market LLC |
Shares of Class A common stock, par value $0.0001 per share, included as part of the Units |
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ADER |
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The Nasdaq Stock Market LLC |
Redeemable Warrants included as part of the Units |
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ADERW |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging
Growth Company ☒
If an emerging growth company, indicate by check mark if
the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 |
|
Entry Into a Material Definitive Agreement. |
On April 28, 2023, 26 Capital
Acquisition Corp. (the “Company”) issued an unsecured convertible promissory note (the “Convertible Note”) to
26 Capital Holdings LLC (the “Sponsor”), pursuant to which the Company may borrow up to an aggregate maximum amount of $4,000,000
from the Sponsor to pay fees and expenses and for other general corporate purposes. Any advances under the Convertible Note shall be made
at the sole discretion of the Sponsor. The Convertible Note matures upon the earlier of (a) the satisfaction of all conditions set forth
in Article 7 of that certain Agreement and Plan of Merger and Share Acquisition, by and among Tiger Resort Asia Ltd., UE Resorts International,
Inc. (formerly known as Okada Manila International, Inc.), Project Tiger Merger Sub, Inc., Tiger Resort, Leisure and Entertainment, Inc.
and the Company, dated as of October 15, 2021, as amended (the “Merger Agreement”) other than those conditions set forth in
Article 7 of the Merger Agreement that by their nature cannot be satisfied other than at the Closing (as defined in the Merger Agreement)
(such date, the “Pre-Closing Satisfaction Date”) and (b) the date that the winding up of the Company is effective. The Convertible
Note does not bear interest.
Subject to the prior receipt
of shareholder approval, and provided that the Company has not deposited an amount equal to the unpaid principal of the advances outstanding
under the Convertible Note to an account designated for the benefit of the Sponsor, then upon the occurrence of the Pre-Closing Satisfaction
Date the unpaid principal amount of advances under the Convertible Note will convert into a number of shares of Class A common stock of
the Company, par value $0.0001 per share (the “Class A Common Stock”), at a conversion price per share equal to the average
closing price of the Class A Common Stock for the 30 consecutive trading days immediately preceding the Pre-Closing Satisfaction Date
(the “Equity Conversion”). In addition, following a notice of voluntary prepayment, the Sponsor may cause the Equity Conversion
to occur in certain circumstances.
On April 28, 2023, the Company
borrowed the full $4,000,000 available to it under the Convertible Note.
The foregoing summary of the
Convertible Note is qualified in its entirety by reference to the full text of the Convertible Note, a copy of which is filed with this
Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item 2.03 |
|
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information disclosed
under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 to the extent required herein.
Item 3.02 |
|
Unregistered Sales of Equity Securities. |
The information disclosed
under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required herein.
Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are being
filed herewith:
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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26 Capital Acquisition Corp. |
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(Registrant) |
|
|
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May 2, 2023 |
By: |
/s/ Jason Ader |
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Name: |
Jason Ader |
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Title: |
Chief Executive Officer |
2
26 Capital Acquisition (NASDAQ:ADER)
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26 Capital Acquisition (NASDAQ:ADER)
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