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):
October 15, 2021
26 Capital Acquisition
Corp.
(Exact Name of Registrant
as Specified in Charter)
Delaware
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001-39900
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85-2695910
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Units,
each consisting of one share of Class A common stock, par value $0.0001 per share, and one-half of one Redeemable Warrant
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ADERU
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The Nasdaq Stock Market LLC
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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
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Redeemable Warrants
included as part of the Units
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ADERW
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The
Nasdaq 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).
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Emerging growth company
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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.
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On October 15, 2021,
26 Capital Acquisition Corp. ("26 Capital" or the "Company") issued a press release announcing a proposed
business combination (the "Business Combination") between Tiger Resort, Leisure and Entertainment Inc.("Okada
Manila") and 26 Capital. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. Among other
information, the press release includes information as to how to access a webcast presentation hosted by Okada Manila and 26 Capital
regarding the Business Combination.
Important Information
About the Business Combination
In connection with the
proposed Business Combination, Okada Manila intends to file with the SEC a registration statement (the "Registration Statement"),
which will include a proxy statement/prospectus, prepared by Okada Manila 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 Okada Manila.
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, Okada Manila 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.
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 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.
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. 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's and Okada Manila'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 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 and/or Okada Manila 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 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; (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 Okada Manila 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 Okada Manila 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 Okada Manila, the transactions described
herein or other matters attributable to 26 Capital, 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 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.
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
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Financial Statements and Exhibits.
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(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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October 15, 2021
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By:
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/s/ Jason Ader
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Name:
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Jason Ader
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Title:
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Chief Executive Officer
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