UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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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:
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| The Stock Market LLC | ||||
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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| Item 1.01 | Entry Into a Material Definitive Agreement. |
As previously reported, on October 15, 2021, 26 Capital Acquisition Corp. (“26 Capital”) entered into an Agreement and Plan of Merger and Share Acquisition, as amended (the “Merger and Share Acquisition Agreement”) with Tiger Resort Asia Ltd., a Hong Kong private limited company (“TRA”), Tiger Resort, Leisure and Entertainment Inc., a Philippine corporation (“TRLEI”), UE Resorts International, Inc. (formerly Okada Manila International, Inc.), a Philippine corporation (“UE Resorts”), and Project Tiger Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of UE Resorts (“Merger Sub”). Pursuant to the Merger and Share Acquisition Agreement, Merger Sub will merge with and into 26 Capital (the “Business Combination”).
Each of TRA and 26 Capital desires to waive its right to terminate the Merger and Share Acquisition Agreement pursuant to Section 8.1(d) thereof through and until October 1, 2023 (the “Revised Waiver Expiration Date”). Accordingly, on September 29, 2022, each of TRA and 26 Capital entered into a waiver pursuant to Section 8.1(d) of the Merger and Share Acquisition Agreement to irrevocably waive the right to terminate the Merger and Share Acquisition Agreement pursuant to Section 8.1(d) prior to the Revised Waiver Expiration Date.
In addition, TRLEI consented for purposes of Section 6.2 of the Merger and Share Acquisition Agreement to 26 Capital’s selling stock of any class or other securities or equity equivalents, and/or incurring Indebtedness (as such term is defined in the Merger and Share Acquisition Agreement) (including through the issuance and sale of debt securities or warrants or other rights to acquire any debt securities), up to an aggregate amount not to exceed $5,000,000, and taking such other actions as may be necessary or appropriate in order to implement the foregoing.
Important Information About the Business Combination
In connection with the proposed Business Combination, UE Resorts intends to file with the SEC a registration statement (the “Registration Statement”), which will include a proxy statement/prospectus, prepared by UE Resorts and 26 Capital, and certain other related documents, which will be both the proxy statement to be distributed to holders of shares of 26 Capital’s common stock in connection with 26 Capital’s solicitation of proxies for the vote by 26 Capital’s stockholders with respect to the Business Combination and other matters as may be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities of UE Resorts. 26 Capital’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus included in the Registration Statement and the amendments thereto and the definitive proxy statement/prospectus, as these materials will contain important information about the parties to the Merger and Share Acquisition Agreement, 26 Capital, UE Resorts and the Business Combination. After the Registration Statement is declared effective, the definitive proxy statement/prospectus will be mailed to stockholders of 26 Capital as of a record date to be established for voting on the Business Combination and other matters as may be described in the Registration Statement. Stockholders will also be able to obtain copies of the proxy statement/prospectus and other documents filed with the SEC that will be incorporated by reference in the proxy statement/prospectus, without charge, once available, at the SEC’s web site at sec.gov, or by directing a request to: 26 Capital Acquisition Corp., 701 Brickell Avenue, Suite 1550, Miami, Florida 33131, Attention: Jason Ader.
Participants in the Solicitation
26 Capital and certain of its directors and executive officers may be deemed participants in the solicitation of proxies from 26 Capital ’s stockholders with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests in 26 Capital is set forth in 26 Capital Acquisition Corp.’s filings with the SEC (including 26 Capital’s final prospectus related to its initial public offering (File No. 333-251682) declared effective by the SEC on 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., Inc., 701 Brickell Avenue, Suite 1550, Miami, Florida 33131, Attention: Jason Ader. Additional information regarding the interests of such participants will be contained in the registration/proxy statement for the Business Combination when available.
UE Resorts 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 in connection with the Business Combination. 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 Business Combination when available.
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Forward Looking Statements
This Current Report on Form 8-K 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. UE Resorts’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’s and UE Resorts’s expectations with respect to future performance and anticipated financial impacts of the Business Combination.
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’s and UE Resorts’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 and/or UE Resorts following the consummation of the Business Combination; (2) the impact of COVID-19 and related regulatory responses (such as local community quarantine and international travel restrictions) on UE Resorts’s business; (3) the dependence of UE Resorts’s business on its casino gaming license; (4) the inability to maintain the listing of UE Resorts’s common shares on the Nasdaq following the consummation of the Business Combination; (5) the risk that the Business Combination disrupts current plans and operations; (6) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of UE Resorts to grow and manage growth profitably, and retain its key employees; (7) costs related to the Business Combination; (8) changes in applicable laws or regulations; and (9) the possibility that UE Resorts may be adversely affected by other economic, business, and/or competitive factors. The foregoing list of factors is not exclusive. All subsequent written and oral forward-looking statements concerning 26 Capital or UE Resorts, the transactions described herein or other matters attributable to 26 Capital, UE Resorts 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 and UE Resorts 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.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K 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. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are being filed herewith:
| 2.1 | Waiver and Consent Pursuant to the Agreement and Plan of Merger and Share Acquisition, dated September 29, 2022, by and among 26 Capital Acquisition Corp., Tiger Resort Asia Ltd., and Tiger Resort, Leisure and Entertainment, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| 26 Capital Acquisition Corp. | ||
| (Registrant) | ||
| September 30, 2022 | By: | /s/ Jason Ader |
| Name: | Jason Ader | |
| Title: | Chief Executive Officer | |
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Exhibit 2.1
Tiger Resort Asia Ltd.
Units 1402-03A, 14/F, AIA Tower
183 Electric Road, North Point
Hong Kong
September 29, 2022
26 Capital Acquisition Corp.
701 Brickell Avenue, Suite 1550
Miami, Florida 33131
Attention: Jason Ader
| Re: | Waiver and Consent Pursuant to the Agreement and Plan of Merger and Share Acquisition |
Mr. Ader:
Reference is made to the Agreement and Plan of Merger and Share Acquisition, dated as of October 15, 2021, as amended (the “Agreement”), by and among Tiger Resort Asia Ltd., (“TRA”), Tiger Resort, Leisure and Entertainment, Inc. (the “Company”), UE Resorts International, Inc. (formerly known as Okada Manila International, Inc.), Project Tiger Merger Sub, Inc., and 26 Capital Acquisition Corp. (“SPAC”). Capitalized terms used and not otherwise defined in this letter agreement will have the meanings ascribed to such terms in the Agreement.
Each of TRA and SPAC desires to waive its right to terminate the Agreement pursuant to Section 8.1(d) thereof through and until October 1, 2023 (the “Revised Waiver Expiration Date”). Accordingly, each of TRA and SPAC hereby irrevocably waives its right to terminate the Agreement pursuant to Section 8.1(d) thereof prior to the Revised Waiver Expiration Date.
In addition, the Company hereby consents for purposes of Section 6.2 of the Agreement to SPAC’s selling stock of any class or other securities or equity equivalents, and/or incurring Indebtedness (including through the issuance and sale of debt securities or warrants or other rights to acquire any debt securities), up to an aggregate amount not to exceed $5,000,000, and taking such other actions as may be necessary or appropriate in order to implement the foregoing.
Except as expressly provided for herein, nothing in this letter agreement shall be deemed to constitute a waiver of compliance by any of the UEC Parties or SPAC with respect to any other term, provisions or condition of the Agreement or shall be deemed, construed to amend, supplement, or modify the Agreement or otherwise affect the rights and obligations of the parties to the Agreement, all of which remain in full force and effect.
The provisions of Article 9 of the Agreement shall apply to this letter agreement, mutatis mutandis, and to the Agreement to the extent modified by this letter agreement, taken together as a single agreement, reflecting the terms as modified hereby.
[Signature Pages Follow]
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| Sincerely, | ||
| Tiger Resort Asia Ltd. | ||
| By: | Kenshi Asano | |
| Name: | Kenshi Asano | |
| Title: | Director | |
| Tiger Resort, Leisure and Entertainment, Inc. | ||
| By: | Byron Yip | |
| Name: | Byron Yip | |
| Title: | Director | |
[TRA-Company Signature Page to Letter Agreement]
AGREED AND ACCEPTED AS OF THE DATE FIRST WRITTEN ABOVE:
| 26 Capital Acquisition Corp. | ||
| By: | Jason Ader | |
| Name: | Jason Ader | |
| Title: | Chief Executive Officer | |
[SPAC Signature Page to Letter Agreement]