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):
August 2, 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 |
|
ADER |
|
The Nasdaq Stock Market LLC |
| Redeemable Warrants included as part of the Units |
|
ADERW |
|
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 August 2, 2023, 26 Capital
Acquisition Corp. (the “Company”) issued a convertible promissory note (the “Convertible Note”) to Spring Owl
Asset Management LLC (the “Payee”), an affiliate of 26 Capital Holdings LLC, the Company’s sponsor (the “Sponsor”),
pursuant to which the Company may borrow up to an aggregate maximum amount of $1,000,000 from the Payee 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 Payee. The Convertible
Note matures upon the earliest to occur 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. (“TRA”), UE Resorts International, Inc. (“UE
Resorts”) (formerly known as Okada Manila International, Inc.), Project Tiger Merger Sub, Inc. (“Merger Sub”), Tiger
Resort, Leisure and Entertainment, Inc. (collectively with TRA, UE Resorts, and Merger Sub, the “UEC Parties”), 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”), (b) the date that the winding up of the Company is effective, and (c) the one
year anniversary of the issuance of the Convertible Note.
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 Payee, 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 Payee may cause the Equity Conversion
to occur in certain circumstances.
On July 19, 2023, July 25,
2023, August 3, 2023 and August 8, 2023, the Company borrowed $200,000, $150,000, $110,000 and $100,000, respectively available to it
under the Convertible Note.
In connection with the
entry into the Convertible Note discussed above, on August 8, 2023, the Company entered into an amendment (the
“Amendment”) of the existing secured convertible promissory note (the “Secured Note”) issued by the Company
to the Sponsor, entered into on June 29, 2023, pursuant to such Amendment, the parties agreed to amend the Secured Note by
terminating the remaining $700,000 of undrawn amounts available to the Company to borrow under the Secured Note. Accordingly,
pursuant to the Amendment, no additional amounts may be borrowed by the Company under the Secured Note beyond the $1,300,000
borrowed prior to date of the Amendment.
The foregoing summaries of
the Convertible Note and Amendment are qualified in their entirety by reference to the full text of the Convertible Note and Amendment,
copies of which are filed with this Current Report on Form 8-K as Exhibit 10.1 and Exhibit 10.2, respectively, and are 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 |
|
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.
| |
26 Capital Acquisition Corp. |
| |
(Registrant) |
| |
|
|
| August 8, 2023 |
By: |
/s/ Jason Ader |
| |
Name: |
Jason Ader |
| |
Title: |
Chief Executive Officer |
Exhibit 10.1
THIS PROMISSORY NOTE (“NOTE”)
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR
INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES
ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
DELAYED DRAW PROMISSORY NOTE
| Maximum Principal
Amount: $1,000,000 |
Dated as of August 2, 2023 |
| |
New
York, New York |
26 Capital Acquisition
Corp., a Delaware corporation (the “Maker”), promises to pay to the order of SPRINGOWL ASSET MANAGEMENT LLC, or its
permitted assigns or successors in interest (the “Payee”), the aggregate outstanding principal amount of the Advances
(as defined below) in lawful money of the United States of America, on the terms and conditions described below. The Maker acknowledges
and agrees that the Payee has provided it with an aggregate amount of $350,000 of Advances by wire transfer of immediately available funds
on or before the date hereof, of which $200,000 was funded on July 19, 2023 and $150,000 was funded on July 25, 2023. All payments on
this Note (except as set forth in Section 17 below) shall be made by check or wire transfer of immediately available funds or as otherwise
determined by the Payee to such account as the Payee may from time to time designate by written notice in accordance with the provisions
of this Note.
1. Delayed Draw
Line of Credit. The Payee hereby establishes a discretionary delayed draw line of credit in favor of the Maker (the
“Line of Credit”) in the maximum aggregate principal amount of $1,000,000 (the “Maximum
Amount”). The Maker may from time to time request advances and borrow funds periodically under the Line of Credit (each an
“Advance” and collectively, the “Advances”) so long as both immediately prior and immediately
after giving effect to any such Advance: (i) the aggregate outstanding principal amount of the Advances does not exceed the Maximum
Amount and (ii) no Event of Default (as defined below) shall have occurred and be continuing. Anything to the contrary
notwithstanding, any such requested Advance shall be made by the Payee in its sole discretion. The Maker may upon not less than
three Business Days prior written notice to Payee (such notice, a “Voluntary Prepayment Notice”), prepay Advances
from time to time until the Maturity Date (as defined below), subject to the terms and conditions set forth in this Note. For the
avoidance of doubt, Payee may return any prepayment made without the requisite prior notice to Maker, the effect of which will be as
if such prepayment was not made. Once an Advance has been repaid, it may not be reborrowed.
2. Maturity,
Repayment. The principal balance of this Note shall be payable by the Maker on the earliest to occur of: (i) the satisfaction of
all conditions set forth in Article 7 of that certain Agreement and Plan of Merger and Share Acquisition Agreement, 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 Maker, 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”), (ii) the date that the winding up of Maker is effective (such date, the “Wind-Up
Date”), and (iii) the one year anniversary of the date hereof (such date, the “One Year Anniversary”;
the earliest of the Pre-Closing Satisfaction Date, the Wind-Up Date, and the One Year Anniversary, the “Maturity
Date”). For the avoidance of doubt, no prior notice is required in respect of any payment on the Maturity Date. Under no
circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of the Maker, be
obligated personally for any obligations or liabilities of the Maker hereunder. If any amount payable hereunder shall be due on a
day other than a Business Day, such payment may be made on the next succeeding Business Day. As used herein, “Business
Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or
required to close.
3. Interest. No interest shall accrue on the unpaid principal balance of this Note.
4. Use
of Proceeds. The proceeds of the Advances under the Line of Credit shall be used by the Maker to pay fees and expenses and for other
general corporate purposes.
5. Advances.
The principal amount of each Advance, the outstanding principal amount of the Advances and all payments made to the Payee on account of
such principal may be noted by the Payee on Schedule I attached hereto. The entries in Schedule I shall be conclusive and
binding for all purposes absent manifest error. Notwithstanding the foregoing, any error or omission by the Payee with regard to Schedule
I shall not affect the obligation of the Maker to pay the full amount of Advances due under this Note.
6. Application
of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this
Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to
the reduction of the unpaid principal balance of this Note.
7. Events of Default. The following shall constitute an event of default (“Event of Default”):
(a) Failure
to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five Business Days of the
Maturity Date.
(b) Voluntary
Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation
or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for
the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action
by Maker in furtherance of any of the foregoing.
(c) Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an
involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation
of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.
8. Remedies.
(a) Upon the occurrence of an Event of
Default specified in Section 7(a) hereof, Payee may, by written notice to Maker, (i) (A) terminate the Line of Credit and/or (B) declare
this Note to be due immediately and payable, whereupon the unpaid principal amount of the Advances under this Note, and all other amounts
payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of
which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding
and (ii) exercise any and all of its other rights under applicable law and under this Note.
(b) Upon
the occurrence of an Event of Default specified in Sections 7(b) and 7(c), the Line of Credit shall automatically and immediately terminate,
and the unpaid principal amount of the Advances under this Note, and all other sums payable with regard to this Note, shall automatically
and immediately become due and payable, in all cases without any action on the part of Payee.
9. Waivers.
Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest,
and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the
terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or
personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing
for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that
may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such
writ in whole or in part in any order desired by Payee. No failure on the part of the Payee to exercise, and no delay in exercising, any
right, power, privilege or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof by the
Payee preclude any other or further exercise thereof or the exercise of any other right, power, privilege or remedy of the Payee.
10. Unconditional
Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the
payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall
not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee,
and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment
or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without
notice to Maker or affecting Maker’s liability hereunder.
11.
Notices. All notices, statements or other documents which are required or contemplated by this Note shall be made in writing and
delivered: (i) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic
transmission to the address designated in writing by such party, (ii) by facsimile to the number most recently provided to such party
or such other address or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail
address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any
notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the
Business Day following receipt of written confirmation, if sent by facsimile or electronic transmission, one Business Day after delivery
to an overnight courier service or five days after mailing if sent by mail.
12. GOVERNING LAW;
Submission to Jurisdiction; Waiver of Jury Trial. THIS NOTE SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF. Each of the Maker and the Payee (by its
acceptance hereof) hereby (i) irrevocably submits to the jurisdiction of any Delaware State or Federal court in any action or
proceeding arising out of or relating to this Note, (ii) waives any defense based on doctrines of venue or forum non conveniens, or
similar rules or doctrines, and (iii) irrevocably agrees that all claims in respect of such an action or proceeding may be heard and
determined in such Delaware State or Federal court. The Maker and the Payee (by its acceptance hereof) mutually waive any right to
trial by jury in any action, proceeding or counterclaim arising out of or relating to this Note.
13. Severability.
Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
14. Trust
Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any
kind (“Claim”) in or to any distribution of or from the trust account established in connection with the Maker’s
initial public offering, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust
account for any reason whatsoever; provided, however, that upon the occurrence of the Pre- Closing Satisfaction Date, Maker shall repay
the principal balance of this Note out of the proceeds released to Maker from the trust account after payment to holders of the shares
of Maker’s common stock in accordance with Section 6 hereof. The foregoing shall bind any permitted assignee or transferee of this
Note.
15. Amendment;
Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and
the Payee.
16. Assignment.
No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or
otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall
be void.
17. Conversion.
(a)
Subject to Section 18 hereof, but otherwise notwithstanding anything contained in this Note to the contrary, provided that Maker has
not deposited, or caused to be deposited, irrevocably, an amount equal to the unpaid principal amount of Advances outstanding under
this Note to an account designated for the benefit of Payee, then upon the occurrence of the Pre-Closing Satisfaction Date, the
unpaid principal amount of Advances under this Note shall convert into a number of shares of the Maker’s Class A common stock
(the “Class A Common Stock”) equal to (x) the portion of the principal amount of this Note being converted
pursuant to this Section 17, divided by (y) the average closing price of the Class A Common Stock for the 30 consecutive Trading
Days immediately preceding the Pre-Closing Satisfaction Date, rounded up to the nearest whole number (the “Conversion
Shares”; such conversion of the unpaid principal amount of Advances into Conversion Shares, the “Equity
Conversion”). As used herein, “Trading Day” means a day on which the Nasdaq Capital Market is open for
trading. For the avoidance of doubt, the number of Conversion Shares to which Payee shall be entitled shall not be limited by any
provision set forth in the promissory notes issued by the Maker to the Payee on January 11, 2023, March 30, 2023, or April 28, 2023.
In addition, following the delivery of any Voluntary Prepayment Notice that Maker may deliver to Payee, Payee may elect to cause the
Equity Conversion to occur by delivery to Maker of written notice expressly stating that Payee has elected to cause the Equity
Conversion to occur pursuant to the terms of this Note so long as the Advances being converted pursuant to such notice remain
outstanding at the time of delivery of such notice.
(b) Upon
the conversion of the principal amount of this Note as set forth in clause (a) above, (i) such principal amount shall be so converted
and such converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly
endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Shares, and (iii) in exchange
for the surrendered Note, Maker shall, at the direction of Payee, deliver to Payee the Conversion Shares, which shall bear such legends
as are required in the opinion of counsel to either Maker or Payee or by any other agreement between Maker and Payee and applicable state
and federal securities laws.
(c) Payee
shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Shares upon conversion
of this Note pursuant hereto; provided, however, that Payee shall not be obligated to pay any transfer taxes resulting from any transfer
requested by any of its members or their respective affiliates in connection with any such conversion.
(d) The
Conversion Shares shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable
provisions of applicable law.
18. Shareholder
Approval of the Equity Conversion. Notwithstanding anything to the contrary contained in this Note, (i) no Conversion Shares shall
be issued, (ii) the Equity Conversion shall not be effectuated, and (iii) the provisions of Section 17 of this Note shall be void ab inito
unless and until the Equity Conversion has been approved by a majority of shares of common stock of Maker then outstanding (the “Shareholder
Approval”). Upon such Shareholder Approval, Maker shall be authorized to effectuate the Equity Conversion and issue the Conversion
Shares in accordance Section 17 hereof.
[Signature page follows]
IN WITNESS WHEREOF, Maker, intending to be legally bound hereby,
has caused this Note to be duly executed by the undersigned as of the day and year first above written.
| |
26 CAPITAL ACQUISITION CORP. |
| |
|
| |
By: |
/s/ John K. Lewis |
| |
|
Name: John K. Lewis |
| |
|
Title: Chief Financial Officer |
Signature Page to Delayed Draw Promissory Note
(26 Capital Acquisition Corp.)
Agreed and Accepted:
| SPRINGOWL ASSET MANAGEMENT LLC |
| |
|
| By: |
/s/ Jason Ader |
|
| |
Name: Jason Ader |
|
| |
Title: Chief Executive Officer |
|
Signature Page to Delayed Draw Promissory Note
(26 Capital Acquisition Corp.)
Schedule I
Principal and Repayment of Principal
| Date |
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Amount
of Advance |
|
Advances
Prepaid |
|
Aggregate
Principal Balance of Advances |
|
Notation
Made By |
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Schedule I
Exhibit 10.2
AMENDMENT TO DELAYED DRAW PROMISSORY NOTE
This Amendment to the Delayed
Draw Promissory Note (this “Amendment”) is made as of the 8th day of August, 2023, by and between 26 Capital
Acquisition Corp., a Delaware corporation (the “Maker”), and 26 Capital Holdings LLC (the “Payee”).
WHEREAS, the Maker
and the Payee are parties to that certain Delayed Draw Promissory Note, dated as of June 29, 2023 (the “Original Note”
and, as amended by this Amendment, the “Note”);
WHEREAS, as of the
date hereof, the Maker has made draw requests, and the Payee has funded all such draw requests, under the Line of Credit in the aggregate
amount of $1,300,000; and
WHEREAS, the undersigned
parties desire to enter into this Amendment to terminate any remaining available amounts to be drawn under Original Note, and thereby
reduce the Maximum amount from $2,000,000 to $1,300,000.
NOW THEREFORE, in consideration
of the foregoing premises and of the mutual promises and covenants set forth below, the adequacy of which are hereby acknowledged, the
undersigned parties hereby agree to amend the Original Note as follows:
1.
The parties hereby agree to terminate the remaining unfunded Line of Credit, and in connection therewith, the parties agree that
Section 1 of the Original Note is hereby amended to replace the reference to “$2,000,000” to “$1,300,000”, and
the parties further agree to any additional conforming changes to the Original Note necessary to effectuate the foregoing, including,
without limitation, all references to a $2,000,000 Maximum Principal Amount shall now be a $1,300,000 Maximum Principal Amount. The parties
acknowledge and agree that no further borrowings may be made under the Note.
2.
Except as expressly provided in this Amendment, all of the terms and provisions in the Original Note are and shall remain in full
force and effect, on the terms and subject to the conditions set forth therein, and this Amendment does not constitute, directly or by
implication, an amendment, modification or waiver of any provision of the Original Note, or any other right, remedy, power or privilege
of any party to the Original Note, except as expressly set forth herein with respect to terminating the remaining unfunded Line of Credit.
The Original Note, as amended by this Amendment, constitutes the entire agreement between the parties with respect to the subject matter
of the Original Note, and supersedes all prior agreements and understandings, both oral and written, among the parties with respect to
its subject matter. The terms of this Amendment shall be interpreted, enforced, governed by and construed in a manner consistent with
the provisions of the Original Note. All capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed
to such terms in the Original Note.
{Remainder of Page Intentionally Left Blank;
Signature Page Follows}
IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
| 26 CAPITAL ACQUISITION CORP., as
Maker |
|
| |
|
|
| By: |
|
|
| Name: |
John K. Lewis |
|
| Title: |
Chief Financial Officer |
|
| |
|
|
| 26 CAPITAL HOLDINGS LLC, as Payee |
|
| |
|
| By: |
|
|
| Name: |
Jason Ader |
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| Title: |
Managing Member |
|
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