Mga Batayang Estadistika
| CIK | 1822912 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to 26 Capital Acquisition Corp - Class A
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| February 14, 2024 |
ADER / 26 Capital Acquisition Corp - Class A / MOORE CAPITAL MANAGEMENT, LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* 26 Capital Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 90138P100 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to |
|
| February 5, 2024 |
SC 13G/A 1 p24-0581sc13ga.htm 26 CAPITAL ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* 26 Capital Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 90138P100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing |
|
| October 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-39900 26 Capital Acquisition Corp. (Exact name of registrant as specifi |
|
| October 3, 2023 |
ADER / 26 Capital Acquisition Corp - Class A / FIFTH LANE CAPITAL, LP - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* 26 Capital Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 90138P108 (CUSIP Number) September 7, 2023 (Date of Event Which Requires Filing of this statement) Check the appropriate box to |
|
| October 3, 2023 |
EX-99.1 2 tm2327545d3ex-1.htm EXHIBIT 1 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A Common Stock, $0.0001 par value per share, of 26 Capital Acquisition Corp |
|
| September 22, 2023 |
26 Capital Acquisition Corp. Announces Liquidation Exhibit 99.1 26 Capital Acquisition Corp. Announces Liquidation MIAMI, Sept. 21, 2023 - 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 denyi |
|
| September 22, 2023 |
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): September 20, 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) (Co |
|
| September 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 10, 2023 26 Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39900 85-2695910 (State or Other Jurisdiction of I |
|
| September 14, 2023 |
26 Capital Acquisition Corp. 701 Brickell Avenue, Suite 1550 Miami, Florida 33131 26 Capital Acquisition Corp. 701 Brickell Avenue, Suite 1550 Miami, Florida 33131 VIA EDGAR September 14, 2023 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549 Attn: William Demarest Re: 26 Capital Acquisition Corp. Form 8-K filed August 11, 2023 File No. 001-39900 Dear Mr. Demarest, 26 Capital Acqu |
|
| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39900 26 CAPITAL AC |
|
| August 11, 2023 |
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 11, 2023 (August 10, 2023) 26 Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39900 85-2695910 (State or Other Jurisdiction of Inc |
|
| August 8, 2023 |
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) (Commis |
|
| August 8, 2023 |
AMENDMENT TO DELAYED DRAW PROMISSORY NOTE 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 Jun |
|
| August 8, 2023 |
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) (Commis |
|
| August 8, 2023 |
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 |
|
| August 8, 2023 |
AMENDMENT TO DELAYED DRAW PROMISSORY NOTE 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 Jun |
|
| August 8, 2023 |
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 |
|
| July 6, 2023 |
26 CAPITAL RESPONDS TO PURPORTED TERMINATION OF MERGER AGREEMENT BY TIGER RESORTS ASIA Exhibit 99.1 26 CAPITAL RESPONDS TO PURPORTED TERMINATION OF MERGER AGREEMENT BY TIGER RESORTS ASIA MIAMI, July 5, 2023 – 26 Capital Acquisition Corp. ("26 Capital") (NASDAQ: ADER) confirms that on June 30, 2023, it received a purported notice of termination of the Agreement and Plan of Merger and Share Acquisition, dated as of October 15, 2021, from Tiger Resorts Asia Ltd (“Tiger Resorts”). 26 Ca |
|
| July 6, 2023 |
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): June 29, 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) (Commiss |
|
| July 6, 2023 |
26 CAPITAL RESPONDS TO PURPORTED TERMINATION OF MERGER AGREEMENT BY TIGER RESORTS ASIA Exhibit 99.1 26 CAPITAL RESPONDS TO PURPORTED TERMINATION OF MERGER AGREEMENT BY TIGER RESORTS ASIA MIAMI, July 5, 2023 – 26 Capital Acquisition Corp. ("26 Capital") (NASDAQ: ADER) confirms that on June 30, 2023, it received a purported notice of termination of the Agreement and Plan of Merger and Share Acquisition, dated as of October 15, 2021, from Tiger Resorts Asia Ltd (“Tiger Resorts”). 26 Ca |
|
| July 6, 2023 |
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 |
|
| July 6, 2023 |
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 |
|
| July 6, 2023 |
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): June 29, 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) (Commiss |
|
| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39900 26 CAPITAL A |
|
| May 2, 2023 |
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) (Commis |
|
| May 2, 2023 |
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 |
|
| May 2, 2023 |
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 |
|
| May 2, 2023 |
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) (Commis |
|
| April 19, 2023 |
ADER / 26 Capital Acquisition Corp - Class A / Walleye Capital LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
|
| April 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39900 26 CAPITAL ACQ |
|
| April 5, 2023 |
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): March 30, 2023 26 Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39900 85-2695910 (State or Other Jurisdiction of (Commission File Numbe |
|
| April 5, 2023 |
Convertible Note, dated March 30, 2023 and issued to 26 Capital Holdings LLC. Exhibit 10.1 Execution Version 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 SUBSTAN |
|
| April 5, 2023 |
Convertible Note, dated March 30, 2023 and issued to 26 Capital Holdings LLC. Exhibit 10.1 Execution Version 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 SUBSTAN |
|
| April 5, 2023 |
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): March 30, 2023 26 Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39900 85-2695910 (State or Other Jurisdiction of (Commission File Numbe |
|
| April 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-K For the Transition Pe |
|
| February 21, 2023 |
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): February 17, 2023 26 Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39900 85-2695910 (State or Other Jurisdiction (Commission File Numbe |
|
| February 21, 2023 |
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): February 17, 2023 26 Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39900 85-2695910 (State or Other Jurisdiction (Commission File Numbe |
|
| February 14, 2023 |
EX-99.B 3 d466685dex99b.htm EX-99.B EXHIBIT B POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, Louis M. Bacon, hereby make constitute and appoint each of James E. Kaye and James Danza, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name (a) in my personal capacity or (b) in my capacity as Chairman and Chief Executive Officer of each of Moore Capita |
|
| February 14, 2023 |
ADER / 26 Capital Acquisition Corp / MOORE CAPITAL MANAGEMENT, LP - SC 13G Passive Investment SC 13G 1 d466685dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* 26 Capital Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 90138P100 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statem |
|
| February 14, 2023 |
EX-99.A 2 d466685dex99a.htm EX-99.A EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A Common Stock, par value $0.0001 per share, of 26 Capital Acquisition Corp., dated as of February 14, 2023, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of |
|
| February 9, 2023 |
ADER / 26 Capital Acquisition Corp / Owl Creek Asset Management, L.P. Passive Investment SC 13G 1 p23-0534sc13g.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* 26 Capital Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 90138P100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the approp |
|
| February 7, 2023 |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE Exhibit 99.1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE 26 Capital acquisition corp., : : : Plaintiff, : : v. : : tiger resort asia ltd., tiger : C.A. No. 2023- resort, leisure and : entertainment, inc., UE : Resorts International, Inc., : and project tiger merger sub, inc. : : Defendants. VERIFIED COMPLAINT Plaintiff 26 Capital Acquisition Corp. (“26 Capital” or “Plaintiff”), by and throug |
|
| February 7, 2023 |
Financial Statements and Exhibits, Other Events 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): February 2, 2023 26 Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39900 85-2695910 (State or Other Jurisdiction (Commission File Number |
|
| February 7, 2023 |
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): February 2, 2023 26 Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39900 85-2695910 (State or Other Jurisdiction (Commission File Number |
|
| February 7, 2023 |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE Exhibit 99.1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE 26 Capital acquisition corp., : : : Plaintiff, : : v. : : tiger resort asia ltd., tiger : C.A. No. 2023- resort, leisure and : entertainment, inc., UE : Resorts International, Inc., : and project tiger merger sub, inc. : : Defendants. VERIFIED COMPLAINT Plaintiff 26 Capital Acquisition Corp. (“26 Capital” or “Plaintiff”), by and throug |
|
| January 25, 2023 |
SC 13G/A 1 p23-0210sc13ga.htm 26 CAPITAL ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* 26 Capital Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 90138P100 (CUSIP Number) December 31, 2022 (Date of event which requires filing |
|
| January 11, 2023 |
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): January 11, 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) (Comm |
|
| January 11, 2023 |
Convertible Note, dated January 11, 2023 and issued by the Company to our sponsor. (11) Exhibit 10.1 Execution Version 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 SUBSTAN |
|
| December 20, 2022 |
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): December 14, 2022 26 Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39900 85-2695910 (State or other jurisdiction of incorporation) (Com |
|
| December 20, 2022 |
Amendment to Amended and Restated Certificate of Incorporation. EX-3.1 2 ea170568ex3-126capital.htm AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF 26 CAPITAL ACQUISITION CORP. Pursuant to Section 242 of the Delaware General Corporation Law 26 Capital Acquisition Corp. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware |
|
| November 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
|
| November 18, 2022 |
{01188260.DOCX.1} To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time, instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash items until the earlier of the consummation of our initial business combination or our liquidation. As a resu |
|
| November 18, 2022 |
November 18, 2022 Division of Corporation Finance Office of Real Estate and Construction U. |
|
| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39900 26 CAPIT |
|
| November 10, 2022 |
November 10, 2022 Division of Corporation Finance Office of Real Estate and Construction U. |
|
| October 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
|
| September 30, 2022 |
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 Acqui |
|
| September 30, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): September 29, 2022 26 Capital Acquisition Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-39900 85-2695910 (State or Other Jurisdiction of Incorporation) (Commi |
|
| September 30, 2022 |
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 Acqui |
|
| September 30, 2022 |
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): September 29, 2022 26 Capital Acquisition Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-39900 85-2695910 (State or Other Jurisdiction of Incorporation) (Commi |
|
| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39900 26 CAPITAL AC |
|
| June 30, 2022 |
425 1 ea162278-8k26capital.htm CURRENT REPORT 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): June 29, 2022 26 Capital Acquisition Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-39900 85-2695910 (State or Ot |
|
| June 30, 2022 |
Exhibit 2.1 Tiger Resort Asia Ltd. Units 1402-03A, 14/F, AIA Tower 183 Electric Road, North Point Hong Kong June 29, 2022 26 Capital Acquisition Corp. 701 Brickell Avenue, Suite 1550 Miami, Florida 33131 Attention: Jason Ader Re: Waiver 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 |
|
| June 30, 2022 |
Financial Statements and Exhibits 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): June 29, 2022 26 Capital Acquisition Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-39900 85-2695910 (State or Other Jurisdiction of Incorporation) (Commission |
|
| June 30, 2022 |
Exhibit 2.1 Tiger Resort Asia Ltd. Units 1402-03A, 14/F, AIA Tower 183 Electric Road, North Point Hong Kong June 29, 2022 26 Capital Acquisition Corp. 701 Brickell Avenue, Suite 1550 Miami, Florida 33131 Attention: Jason Ader Re: Waiver 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 |
|
| June 29, 2022 |
425 1 d304882d425.htm FORM 425 Filed by UE Resorts International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: 26 Capital Acquisition Corp. SEC File No.: 001-39900 June 29, 2022 Company Name: Universal Entertainment Corporation Representative: Jun Fujimoto Representative Director and P |
|
| June 14, 2022 |
Filed by 26 Capital Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: 26 Capital Acquisition Corp. Commission File No. 001-39900 26 Capital Acquisition Corp. Announces Rescheduling of Record Date and Special Meeting Date and Universal Entertainment Corporations? Notice of Illegal |
|
| June 10, 2022 |
Filed by UE Resorts International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: 26 Capital Acquisition Corp. SEC File No.: 001-39900 June 10, 2022 Company Name: Universal Entertainment Corporation Representative: Jun Fujimoto Representative Director and President (TSE STANDARD Code: 64 |
|
| June 6, 2022 |
Filed by 26 Capital Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: 26 Capital Acquisition Corp. Commission File No. 001-39900 Welcome investors to The Absolute Return Podcast. Your source for stock market analysis, global macro musings and hedge fund investment strategies, your |
|
| June 6, 2022 |
Filed by UE Resorts International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: 26 Capital Acquisition Corp. SEC File No.: 001-39900 STANDARD June 3, 2022 Company Name: Universal Entertainment Corporation Representative: Jun Fujimoto Representative Director and President (TSE STANDARD |
|
| May 25, 2022 |
PRER14A 1 d35234dprer14a.htm SCHEDULE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropria |
|
| May 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39900 26 CAPITAL ACQUI |
|
| April 22, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form PRER14A (Form Type) 26 Capital Acquisition Corp. |
|
| April 22, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Co |
|
| March 31, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Co |
|
| March 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39900 26 CAPITAL ACQUIS |
|
| March 30, 2022 |
Exhibit 2.1 26 Capital Acquisition Corp. 701 Brickell Avenue, Suite 1550 Miami, FL 33131 March 30, 2022 Universal Entertainment Corporation Ariake Frontier Building A 3-7-26 Ariake Koto-ku Tokyo 135-0063 Japan Attention: Toji Takeuchi Tiger Resort, Leisure and Entertainment, Inc. New Seaside Drive, Entertainment City, Barangay Tambo Paranaque City 1701 Metro Manila, Philippines Attention: Hans Van |
|
| March 30, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): March 30, 2022 26 Capital Acquisition Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-39900 85-2695910 (State or Other Jurisdiction of Incorporation) (Commissio |
|
| March 30, 2022 |
Description of Registered Securities.* Exhibit 4.5 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2021, 26 Capital Acquisition Corp. (?we,? ?our,? ?us? or the ?Company?) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (i) its units, consist |
|
| March 30, 2022 |
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): March 30, 2022 26 Capital Acquisition Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-39900 85-2695910 (State or Other Jurisdiction of Incorporation) (Commissio |
|
| March 30, 2022 |
Exhibit 2.1 26 Capital Acquisition Corp. 701 Brickell Avenue, Suite 1550 Miami, FL 33131 March 30, 2022 Universal Entertainment Corporation Ariake Frontier Building A 3-7-26 Ariake Koto-ku Tokyo 135-0063 Japan Attention: Toji Takeuchi Tiger Resort, Leisure and Entertainment, Inc. New Seaside Drive, Entertainment City, Barangay Tambo Paranaque City 1701 Metro Manila, Philippines Attention: Hans Van |
|
| March 18, 2022 |
Filed by 26 Capital Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: 26 Capital Acquisition Corp. Commission File No. 001-39900 UE RESORTS INTERNATIONAL ANALYST DAY PRESENTATION March 2022 Important Information for Investors and Stockholders this Presentation This presentation (t |
|
| March 18, 2022 |
Filed by Okada Manila International, Inc. 425 1 d298079d425.htm FORM 425 Filed by Okada Manila International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: 26 Capital Acquisition Corp. SEC File No.: 001-39900 UE RESORTS INTERNATIONAL ANALYST DAY PRESENTATION March 2022 DISCLAIMERS Important Information for Investors and Stockho |
|
| February 23, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use |
|
| February 22, 2022 |
Financial Statements and Exhibits 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): February 15, 2022 26 Capital Acquisition Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-39900 85-2695910 (State or Other Jurisdiction of Incorporation) (Commis |
|
| February 22, 2022 |
Amendment No. 1 to OMI Merger and Share Acquisition Agreement (5) Exhibit 2.1 AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER AND SHARE ACQUISITION This AMENDMENT NO.1 (this ?Amendment?), dated as of February 15, 2022, to that certain Agreement and Plan of Merger and Share Acquisition, dated as of October 15, 2021 (the ?Agreement?), by and among Tiger Resort Asia Ltd. (?TRA?), Tiger Resort, Leisure and Entertainment, Inc. (the ?Company?), Okada Manila Intern |
|
| February 22, 2022 |
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): February 15, 2022 26 Capital Acquisition Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-39900 85-2695910 (State or Other Jurisdiction of Incorporation) (Commis |
|
| February 22, 2022 |
Exhibit 2.1 AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER AND SHARE ACQUISITION This AMENDMENT NO.1 (this ?Amendment?), dated as of February 15, 2022, to that certain Agreement and Plan of Merger and Share Acquisition, dated as of October 15, 2021 (the ?Agreement?), by and among Tiger Resort Asia Ltd. (?TRA?), Tiger Resort, Leisure and Entertainment, Inc. (the ?Company?), Okada Manila Intern |
|
| February 14, 2022 |
Filed by Okada Manila International, Inc. Filed by Okada Manila International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: 26 Capital Acquisition Corp. SEC File No.: 001-39900 UE RESORTS INTERNATIONAL MANAGEMENT PRESENTATION February 2022 DISCLAIMERS Important Information for Investors and Stockholders this Presentation This |
|
| February 14, 2022 |
Filed by 26 Capital Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: 26 Capital Acquisition Corp. Commission File No. 001-39900 UE RESORTS INTERNATIONAL MANAGEMENT PRESENTATION February 2022 Filed by 26 Capital Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 19 |
|
| February 14, 2022 |
ADER / 26 Capital Acquisition Corp / 26 Capital Holdings LLC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* 26 CAPITAL ACQUISITION CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 90138P 100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
|
| February 11, 2022 |
ADER / 26 Capital Acquisition Corp / BlueCrest Capital Management Ltd - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* 26 Capital Acquisition Corp (Name of Issuer) Class A Common Stock (Title of Class of Securities) 90138P100 (CUSIP Number) 31 December 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
|
| February 11, 2022 |
EXHIBIT 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. |
|
| February 11, 2022 |
EXHIBIT 2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, Michael Edward Platt, hereby make, constitute and appoint Steven Pariente, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as principal of, or in other capacities with, BlueCrest Capital Management Limited, a company organized under the |
|
| February 3, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* 26 Capital Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 90138P100 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate t |
|
| January 26, 2022 |
Filed by 26 Capital Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: 26 Capital Acquisition Corp. Commission File No. 001-39900 Okada Manila Delivers Exceptional Fourth Quarter and 2021 Results, Exceeding EBITDA Projections by 122% · Fiscal Year 2021 total revenue exceeded foreca |
|
| December 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 00 |
|
| December 9, 2021 |
Filed by Okada Manila International, Inc. 425 1 d272018d425.htm FORM 425 Filed by Okada Manila International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: 26 Capital Acquisition Corp. Commission File No. 001-39900 Okada Manila International, Inc. Announces Corporate Name Change to UE Resorts International, Inc. The name change un |
|
| December 9, 2021 |
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): December 9, 2021 26 CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39900 85-2695910 (State or other jurisdiction of incorporation) (Comm |
|
| December 9, 2021 |
425 1 d278299d425.htm FORM 425 Filed by Okada Manila International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: 26 Capital Acquisition Corp. Commission File No. 001-39900 Okada Manila International, Inc. and 26 Capital Acquisition Corp. (NASDAQ: ADER) Announce Plans to Participate in the |
|
| December 8, 2021 |
425 1 ea151978-42526capitalacq.htm FORM 425 Filed by 26 Capital Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: 26 Capital Acquisition Corp. Commission File No. 001-39900 Okada Manila International, Inc. and 26 Capital Acquisition Corp. (NASDAQ: ADER) Announce Plans to Participa |
|
| December 8, 2021 |
Filed by 26 Capital Acquisition Corp. 425 1 ea151977-42526capitalacq.htm FORM 425 Filed by 26 Capital Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: 26 Capital Acquisition Corp. Commission File No. 001-39900 Okada Manila International, Inc. Announces Corporate Name Change to UE Resorts International, Inc. The name |
|
| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39735 26 CAPITAL A |
|
| October 19, 2021 |
Filed by 26 Capital Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: 26 Capital Acquisition Corp. Commission File No. 001-39900 Project Tiger Transaction Announcement Conference Call Prepared Remarks October 18, 2021 Operator Welcome to today?s conference call announcing the busi |
|
| October 18, 2021 |
Form of Registration Rights Agreement.(1) Exhibit 10.1 FORM OF REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [ ], 2021, is made and entered into by and among Okada Manila International, Inc., a Philippine corporation (the ?Company?), Tiger Resort Asia Ltd., a company incorporated in Hong Kong (?TRA?), 26 Capital Holdings LLC, a Delaware limited liability company (the ?Sponsor?) and, toget |
|
| October 18, 2021 |
Form of Subscription Agreement.(1) Exhibit 2.2 FORM OF SHARE SUBSCRIPTION AGREEMENT This SHARE SUBSCRIPTION AGREEMENT (this ?Agreement?) is made and entered into effective as of [month] [day], 202[?] (the ?Effective Date?) by and between: Okada Manila International, Inc., a corporation duly organized and existing under the laws of the Philippines (the ?Company?) with SEC Registration No. 2021030008487-06, and registered address at |
|
| October 18, 2021 |
Form of Registration Rights Agreement Exhibit 10.1 FORM OF REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [ ], 2021, is made and entered into by and among Okada Manila International, Inc., a Philippine corporation (the ?Company?), Tiger Resort Asia Ltd., a company incorporated in Hong Kong (?TRA?), 26 Capital Holdings LLC, a Delaware limited liability company (the ?Sponsor?) and, toget |
|
| October 18, 2021 |
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 18, 2021 26 Capital Acquisition Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-39900 85-2695910 (State or Other Jurisdiction of Incorporation) (Commiss |
|
| October 18, 2021 |
Listing of subsidiary on the US NASDAQ by way of the merger (De-SPAC) with 26 Capital Filed by Okada Manila International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: 26 Capital Acuisition Corp. SEC File No.: 001-39900 October 15, 2021 Company Name: Universal Entertainment Corporation Representative: Jun Fujimoto Representative Director and President (JASDAQ code: 6425 |
|
| October 18, 2021 |
Exhibit 99.1 INVESTOR PRESENTATION OCTOBER 2O21 Okada Manila: Growth and Value Creation Opportunity Important Information for Investors and Stockholders this Presentation This presentation (this "Presentation") relates to a proposed business combination (the "Business Combination") between 26 Capital Acquisition Corp. ("26 Capital") and Okada Manila International Inc. (?OMI? or the "Company") and |
|
| October 18, 2021 |
Form of Subscription Agreement Exhibit 2.2 FORM OF SHARE SUBSCRIPTION AGREEMENT This SHARE SUBSCRIPTION AGREEMENT (this ?Agreement?) is made and entered into effective as of [month] [day], 202[?] (the ?Effective Date?) by and between: Okada Manila International, Inc., a corporation duly organized and existing under the laws of the Philippines (the ?Company?) with SEC Registration No. 2021030008487-06, and registered address at |
|
| October 18, 2021 |
Exhibit 99.1 INVESTOR PRESENTATION OCTOBER 2O21 Okada Manila: Growth and Value Creation Opportunity Important Information for Investors and Stockholders this Presentation This presentation (this "Presentation") relates to a proposed business combination (the "Business Combination") between 26 Capital Acquisition Corp. ("26 Capital") and Okada Manila International Inc. (?OMI? or the "Company") and |
|
| October 18, 2021 |
Merger and Share Acquisition Agreement, dated October 15, 2021.(1) Exhibit 2.1 AGREEMENT AND PLAN of merger AND SHARE ACQUISITION BY AND AMONG Tiger Resort Asia Ltd., okada manila International, Inc., PROJECT TIGER Merger Sub, INC. Tiger Resort, Leisure and Entertainment, Inc., AND 26 Capital Acquisition corp. DATED AS OF OCTOBER 15, 2021 TABLE OF CONTENTS ARTICLE 1 CERTAIN DEFINITIONS 1 1.1 Certain Definitions 1 1.2 Interpretation 12 ARTICLE 2 Reorganization; Me |
|
| October 18, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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 18, 2021 26 Capital Acquisition Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-39900 85-2695910 (State or Other Jurisdiction of Incorporation) (Commiss |
|
| October 18, 2021 |
Merger and Share Acquisition Agreement, dated October 15, 2021 Exhibit 2.1 AGREEMENT AND PLAN of merger AND SHARE ACQUISITION BY AND AMONG Tiger Resort Asia Ltd., okada manila International, Inc., PROJECT TIGER Merger Sub, INC. Tiger Resort, Leisure and Entertainment, Inc., AND 26 Capital Acquisition corp. DATED AS OF OCTOBER 15, 2021 TABLE OF CONTENTS ARTICLE 1 CERTAIN DEFINITIONS 1 1.1 Certain Definitions 1 1.2 Interpretation 12 ARTICLE 2 Reorganization; Me |
|
| October 18, 2021 |
Filed by Okada Manila International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: 26 Capital Acquisition Corp. SEC File No.: 001-39900 Okada Manila, Owner of The Leading Integrated Gaming Resort in the Philippines, and 26 Capital Acquisition Corp. (NASDAQ: ADER), Announce Plans to Merg |
|
| October 15, 2021 |
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 001-39900 85-2695910 (State or Other Jurisdiction of Incorporation) (Commiss |
|
| October 15, 2021 |
Financial Statements and Exhibits, Other Events 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 001-39900 85-2695910 (State or Other Jurisdiction of Incorporation) (Commiss |
|
| October 15, 2021 |
Exhibit 99.1 Okada Manila, Owner of The Leading Integrated Gaming Resort in the Philippines, and 26 Capital Acquisition Corp. (NASDAQ: ADER), Announce Plans to Merge, Resulting in Okada Manila Becoming a Publicly Traded Company ? Transaction values Okada Manila at an enterprise value of $2.6 billion and an equity value of $2.5 billion. ? Universal Entertainment, the parent company of Okada Manila, |
|
| October 15, 2021 |
Exhibit 99.1 Okada Manila, Owner of The Leading Integrated Gaming Resort in the Philippines, and 26 Capital Acquisition Corp. (NASDAQ: ADER), Announce Plans to Merge, Resulting in Okada Manila Becoming a Publicly Traded Company ? Transaction values Okada Manila at an enterprise value of $2.6 billion and an equity value of $2.5 billion. ? Universal Entertainment, the parent company of Okada Manila, |
|
| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39735 26 CAPITAL ACQUIS |
|
| May 21, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* 26 Capital Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 90138P100 (CUSIP Number) May 14, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule |
|
| May 18, 2021 |
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): May 18, 2021 26 Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39900 85-2695910 (State or other jurisdiction of incorporation) (Commissi |
|
| May 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39735 26 CAPITAL ACQUI |
|
| March 8, 2021 |
Exhibit 99.1 26 Capital Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing March 8, 2021 NEW YORK, NY, March 8, 2021 – 26 Capital Acquisition Corp. (NASDAQ: ADERU) (the “Company”) announced that, commencing March 8, 2021, holders of the units sold in the Company’s initial public offering may elect to separately trade shares of the Company’s Class |
|
| March 8, 2021 |
Financial Statements and Exhibits, Other Events 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): March 8, 2021 26 Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39900 85-2695910 (State or other jurisdiction of incorporation) (Commiss |
|
| January 26, 2021 |
Exhibit 99.1 26 CAPITAL ACQUISITION CORP. Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of January 20, 2021 F-3 Notes to Financial Statement F-4 F-1 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors of 26 Capital Acquisition Corp. Opinion on the Financial Statement We have audited the accompanying balance sheet of |
|
| January 26, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits - CURRENT REPORT 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): January 20, 2021 26 Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39900 85-2695910 (State or other jurisdiction of incorporation) (Comm |
|
| January 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* 26 Capital Acquisition Corp (Name of Issuer) Class A Common Stock (Title of Class of Securities) 90138P209** (CUSIP Number) 15 January 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
|
| January 21, 2021 |
Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 14, 2021, is by and between 26 Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engage |
|
| January 21, 2021 |
26 Capital Acquisition Corp. Announces Pricing of Upsized $240,000,000 Initial Public Offering Exhibit 99.1 26 Capital Acquisition Corp. Announces Pricing of Upsized $240,000,000 Initial Public Offering Miami, FL, Jan. 14, 2021 (GLOBE NEWSWIRE) - 26 Capital Acquisition Corp. (the “Company”) announced today that it priced its upsized initial public offering of 24,000,000 units at $10.00 per unit. The units will be listed on the Nasdaq Capital Market (“Nasdaq”) and will begin trading tomorrow |
|
| January 21, 2021 |
Exhibit 1.1 UNDERWRITING AGREEMENT between 26 CAPITAL ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: January 14, 2021 26 CAPITAL ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York January 14, 2021 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, 26 Capital Acquisit |
|
| January 21, 2021 |
Exhibit 10.6 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 14, 2021, by and between 26 Capital Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided w |
|
| January 21, 2021 |
Amended and Restated Certificate of Incorporation.(2) Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF 26 CAPITAL ACQUISITION CORP. [ ], 2021 26 Capital Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “26 Capital Acquisition Corp.”. The certificate of incorporation of the Corporation was filed with the |
|
| January 21, 2021 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 14, 2021, is made and entered into by and among 26 Capital Acquisition Corp., a Delaware corporation (the “Company”), 26 Capital Holdings LLC, a Delaware limited liability company (the “Sponsor”; together with any person or entity who hereafter becomes a party to this Agreement pur |
|
| January 21, 2021 |
Exhibit 10.4 26 CAPITAL ACQUISITION CORP. 701 Brickell Avenue, Suite 1550 Miami, FL 33131 January 14, 2021 26 CAPITAL HOLDINGS LLC 701 Brickell Avenue, Suite 1550 Miami, FL 33131 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between 26 Capital Acquisition Corp. (the “Company”) and 26 Capital Holdings LLC (“Sponsor”), dated as of the date hereof, will confi |
|
| January 21, 2021 |
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): January 21, 2021 (January 14, 2021) 26 Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39900 85-2695910 (State or other jurisdiction of i |
|
| January 21, 2021 |
Exhibit 10.1 January 14, 2021 26 Capital Acquisition Corp. 701 Brickell Avenue, Suite 1550 Miami, FL 33131 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between 26 Capital Acquisition Corp., a Delaware corporation (the “Company”), and |
|
| January 21, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 14, 2021, by and between 26 Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statements on Form S-1, File Nos. 33 |
|
| January 21, 2021 |
26 Capital Acquisition Corp. Announces Closing of Upsized $275,000,000 Initial Public Offering Exhibit 99.2 26 Capital Acquisition Corp. Announces Closing of Upsized $275,000,000 Initial Public Offering Miami, FL, January 20, 2021(GLOBE NEWSWIRE) - 26 Capital Acquisition Corp. (NASDAQ: ADERU) (the “Company”) announced today that it closed its upsized initial public offering of 27,500,000 units at $10.00 per unit, including 3,500,000 units issued pursuant to the exercise by the underwriters |
|
| January 21, 2021 |
Exhibit 10.5 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 14, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between 26 Capital Acquisition Corp., a Delaware corporation (the “Company”), and 26 Capital Holdings LLC, a Delaware limited liabil |
|
| January 19, 2021 |
$240,000,000 26 Capital Acquisition Corp. 24,000,000 Units PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-251682 and 333-252111 $240,000,000 26 Capital Acquisition Corp. 24,000,000 Units 26 Capital Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, wh |
|
| January 14, 2021 |
- REGISTRATION OF CERTAIN CLASSES OF SECURITIES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 26 CAPITAL ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 85-2695910 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) OfficeEdge Mi |
|
| January 14, 2021 |
As filed on January 14, 2021 with the U.S. Securities and Exchange Commission. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 26 Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-2695910 (State or other jurisdiction of incorporation or orga |
|
| January 13, 2021 |
CORRESP 1 filename1.htm January 13, 2021 VIA EDGAR U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549-4561 Re: 26 Capital Acquisition Corp. Registration Statement on Form S-1 File No. 333-251682 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the requ |
|
| January 13, 2021 |
26 Capital Acquisition Corp. OfficeEdge Miami 701 Brickell Avenue Suite 1550 Miami, Florida 33131 January 13, 2021 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Sherry Haywood Re: 26 Capital Acquisition Corp Registration Statement on Form S-1, as amended Filed January 11, 2021 File No. 333-251682 Dear Ms. Haywood: Pursuant to Rule 461 under |
|
| January 11, 2021 |
Exhibit 10.5 26 Capital Acquisition Corp 767 Third Avenue 32nd Floor New York, NY 10017 August , 2020 26 Capital Holdings LLC 767 Third Avenue 32nd Floor New York, NY 10017 Re: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into on the date hereof by and between 26 Capital Holdings LLC, a Delaware limited liability company (the “Subscriber” or “ |
|
| January 11, 2021 |
Compensation Committee Charter (2) Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF 26 CAPITAL ACQUISITION CORP. I. PURPOSE OF THE COMMITTEE The purposes of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of 26 Capital Acquisition Corp. (the “Company”) shall be to oversee the Company’s compensation and employee benefit plans and practices, including its executive c |
|
| January 11, 2021 |
As filed with the U.S. Securities and Exchange Commission on January 11, 2021 Registration No. 333-251682 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 26 Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-2695910 (State or other jurisdiction |
|
| January 11, 2021 |
Specimen Warrant Certificate. (1) Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW 26 CAPITAL ACQUISITION CORP. Incorporated Under the Laws of the State of Delaware CUSIP 90138P 118 Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the |
|
| January 11, 2021 |
Specimen Class A Common Stock Certificate. (1) Exhibit 4.2 NUMBER NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 90138P 100 26 CAPITAL ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF 26 CAPITAL ACQUISITION CORP. (THE “COMPANY”) transferable on the books |
|
| January 11, 2021 |
Specimen Unit Certificate. (1) Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 90138P 209 26 CAPITAL ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, par valu |
|
| January 11, 2021 |
Exhibit 14 CODE OF ETHICS OF 26 CAPITAL ACQUISITION CORP. 1. Introduction The Board of Directors (the “Board”) of 26 Capital Acquisition Corp. has adopted this code of ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees to: ● promote honest and ethical conduct, including the ethical handling of actual or |
|
| January 11, 2021 |
Exhibit 10.1 [ ], 2021 26 Capital Acquisition Corp. 701 Brickell Avenue, Suite 1550 Miami, FL 33131 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between 26 Capital Acquisition Corp., a Delaware corporation (the “Company”), and Cantor |
|
| January 11, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [], 2021, by and between 26 Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333-251682 ( |
|
| January 11, 2021 |
Exhibit 99.1 26 CAPITAL ACQUISITION CORP. AUDIT COMMITTEE CHARTER 1. STATUS The Audit Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of 26 Capital Acquisition Corp. (the “Company”). 2. PURPOSE The Committee is appointed by the Board for the primary purposes of: ● Performing the Board’s oversight responsibilities as they relate to the Company’s accounting policie |
|
| January 11, 2021 |
Form of Underwriting Agreement* Exhibit 1.1 UNDERWRITING AGREEMENT between 26 CAPITAL ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: January , 2021 26 CAPITAL ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York January , 2021 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, 26 Capital Acquisition |
|
| January 11, 2021 |
Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between 26 Capital Acquisition Corp., a Delaware corporation (the “Company”), and 26 Capital Holdings LLC, a Delaware limited liability com |
|
| January 11, 2021 |
Form of Administrative Support Agreement by and between the Registrant and 26 Capital Holdings LLC* Exhibit 10.8 26 CAPITAL ACQUISITION CORP. 701 Brickell Avenue, Suite 1550 Miami, FL 33131 [ ], 2021 26 CAPITAL HOLDINGS LLC 701 Brickell Avenue, Suite 1550 Miami, FL 33131 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between 26 Capital Acquisition Corp. (the “Company”) and 26 Capital Holdings LLC (“Sponsor”), dated as of the date hereof, will confirm our |
|
| January 11, 2021 |
VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 January 11, 2021 Attention: Shery Haywood Re: 26 Capital Acquisition Corp. Form S-1 Filed December 23, 2020 Dear Ms. Haywood: 26 Capital Acquisition Corp., (the ?Company,? ?we,? ?our? or ?us?) hereby transmits its response to the comment letter received from the staff (the ?Staff?) of the Securities and Exc |
|
| January 11, 2021 |
Form of Indemnification Agreement (1) Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between 26 Capital Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequat |
|
| January 11, 2021 |
Exhibit 3.1 CERTIFICATE OF INCORPORATION OF PROPTECH INVESTMENT CORPORATION II August 6, 2020 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is PropTech Investment Corporation II (the “ |
|
| January 11, 2021 |
Exhibit 3.3 BY LAWS OF 26 Capital Acquisition Corp. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered agent in De |
|
| January 11, 2021 |
Form of Amended and Restated Certificate of Incorporation* Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF 26 CAPITAL ACQUISITION CORP. [ ], 2021 26 Capital Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “26 Capital Acquisition Corp.”. The certificate of incorporation of the Corporation was filed with the |
|
| January 11, 2021 |
Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between 26 Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged in an initial public of |
|
| January 11, 2021 |
Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among 26 Capital Acquisition Corp., a Delaware corporation (the “Company”), 26 Capital Holdings LLC, a Delaware limited liability company (the “Sponsor”; together with any person or entity who hereafter becomes a party to this Agreement pursuant t |
|
| January 11, 2021 |
Promissory Note, dated August 27, 2020, issued to 26 Capital Holdings LLC* Exhibit 10.2 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 |
|
| December 23, 2020 |
26 Capital Acquisition Corp. 701 Brickell Avenue, Suite 1550 Miami, FL 33131 VIA EDGAR December 23, 2020 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Attn: Geoffrey Kruczek Re: 26 Capital Acquisition Corp. Draft Registration Statement on Form S-1 Submitted September 23, 2020 CIK No. 1822912 Dear Mr. Kruczek: 2 |
|
| December 23, 2020 |
Registration Statement - REGISTRATION STATEMENT As filed with the U.S. Securities and Exchange Commission on December 23, 2020 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 26 Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-2695910 (State or other jurisdiction of incorporation or orga |
|
| December 23, 2020 |
Exhibit 99.5 CONSENT OF JOSEPH KAMINKOW 26 Capital Acquisition Corp. (the "Company") intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the "Registration Statement") registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being |
|
| December 23, 2020 |
Exhibit 99.4 CONSENT OF GREGORY S. LYSS 26 Capital Acquisition Corp. (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being |
|
| December 23, 2020 |
Exhibit 99.3 CONSENT OF RAFI ASKENAZI 26 Capital Acquisition Corp. (the "Company") intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the "Registration Statement") registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being n |
|
| September 23, 2020 |
This is a confidential draft submission to the U.S. Securities and Exchange Commission on September 21, 2020 and is not being filed under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 26 Capital Acquisition Corp. (Exact name of registrant as speci |
