MIAMI, Sept. 21,
2023 /PRNewswire/ -- 26 Capital Acquisition Corp.
("26 Capital") (NASDAQ: ADER) today announced that it will be
unable to complete an initial business combination within the time
period required by its Amended and Restated Certificate of
Incorporation (the "Combination Period") due to the Delaware Court of Chancery's decision denying
26 Capital's request for an order of specific performance in an
action commenced in February 2022
against certain of the parties (the "UEC Parties") to the Merger
and Share Acquisition Agreement, as amended, which 26 Capital
entered into on October 15, 2021.
Accordingly, the final $275,000
monthly installment to extend the Combination Period until
October 20, 2023 will not be
deposited into 26 Capital's U.S.-based trust account (the "Trust
Account") and instead, 26 Capital intends to liquidate the Trust
Account, effective as of the close of business on September 21, 2023.
26 Capital is committed to vigorously pursuing all available
remedies against the UEC Parties, including damages, and it will
issue further releases with updates on such remedies and any such
recovery as needed. In connection with the liquidation of the
Trust Account, 26 Capital will redeem all of the outstanding
shares of common stock that were included in the units issued
to public stockholders in its initial public offering at a
per-share redemption price of approximately $10.95, before taking into account the
removal of a portion of the accrued interest in the Trust Account
to pay taxes and dissolution expenses. As of the close of business
on or about September 25, 2023, the
Public Shares will be deemed cancelled and stockholders will have
the right to receive the redemption amount.
In order to provide for the disbursement of funds from the Trust
Account, 26 Capital has instructed Continental Stock Transfer &
Trust Company, the trustee of the Trust Account, to take all
necessary actions to liquidate the Trust Account. The proceeds of
the Trust Account will be held in a non-interest bearing account
while awaiting disbursement to the holders of the Public Shares.
Record holders will receive their pro rata portion of the proceeds
of the Trust Account by delivering their Public Shares to Equiniti
Trust Co., the Company's transfer agent. Beneficial owners of
Public Shares held in "street name," however, will not need to take
any action in order to receive the redemption amount. The
redemption of the Public Shares is expected to be completed within
ten business days after September 28,
2023.
26 Capital's sponsor has agreed to waive its redemption rights
with respect to its founder shares issued in a private placement
prior to 26 Capital's initial public offering. There will be no
redemption rights or liquidating distributions with respect to 26
Capital's warrants, which will expire.
26 Capital expects that the Nasdaq Stock Market LLC will file a
Form 25 with the United States Securities and Exchange Commission
(the "SEC") to delist 26 Capital's securities. 26 Capital
thereafter expects to file a Form 15 with the SEC to terminate the
registration of its securities under the Securities Exchange Act of
1934, as amended.
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.
Forward-Looking Statements
This press release may include "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 that involve risks and uncertainties. If
any of these risks or uncertainties materialize, or if any of 26
Capital's assumptions prove incorrect, 26 Capital's actual results
could differ materially from the results expressed or implied by
these forward-looking statements. Additional risks and
uncertainties include those associated with: potential litigation
relating to the transaction. All forward-looking statements in this
communication are based on information available to 26 Capital as
of the date of this communication, and 26 Capital does not assume
any obligation to update the forward-looking statements provided to
reflect events that occur or circumstances that exist after the
date on which they were made, except as required by law.
Contact: ltyther@5wpr.com
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SOURCE 26 Capital