Item 1.01 Entry Into a Material Definitive Agreement.
As previously reported, on October 15, 2021, 26 Capital Acquisition Corp. ("26
Capital") entered into an Agreement and Plan of Merger and Share Acquisition, as
amended (the "Merger and Share Acquisition Agreement") with Tiger Resort Asia
Ltd., a Hong Kong private limited company ("TRA"), Tiger Resort, Leisure and
Entertainment Inc., a Philippine corporation ("TRLEI"), UE Resorts
International, Inc. (formerly Okada Manila International, Inc.), a Philippine
corporation ("UE Resorts"), and Project Tiger Merger Sub, Inc., a Delaware
corporation and a wholly-owned subsidiary of UE Resorts ("Merger Sub"). Pursuant
to the Merger and Share Acquisition Agreement, Merger Sub will merge with and
into 26 Capital (the "Business Combination").
Each of TRA and 26 Capital desires to waive its right to terminate the Merger
and Share Acquisition Agreement pursuant to Section 8.1(d) thereof through and
until October 1, 2023 (the "Revised Waiver Expiration Date"). Accordingly, on
September 29, 2022, each of TRA and 26 Capital entered into a waiver pursuant to
Section 8.1(d) of the Merger and Share Acquisition Agreement to irrevocably
waive the right to terminate the Merger and Share Acquisition Agreement pursuant
to Section 8.1(d) prior to the Revised Waiver Expiration Date.
In addition, TRLEI consented for purposes of Section 6.2 of the Merger and Share
Acquisition Agreement to 26 Capital's selling stock of any class or other
securities or equity equivalents, and/or incurring Indebtedness (as such term is
defined in the Merger and Share Acquisition Agreement) (including through the
issuance and sale of debt securities or warrants or other rights to acquire any
debt securities), up to an aggregate amount not to exceed $5,000,000, and taking
such other actions as may be necessary or appropriate in order to implement the
foregoing.
Important Information About the Business Combination
In connection with the proposed Business Combination, UE Resorts intends to file
with the SEC a registration statement (the "Registration Statement"), which will
include a proxy statement/prospectus, prepared by UE Resorts and 26 Capital, and
certain other related documents, which will be both the proxy statement to be
distributed to holders of shares of 26 Capital's common stock in connection with
26 Capital's solicitation of proxies for the vote by 26 Capital's stockholders
with respect to the Business Combination and other matters as may be described
in the Registration Statement, as well as the prospectus relating to the offer
and sale of the securities of UE Resorts. 26 Capital's stockholders and other
interested persons are advised to read, when available, the preliminary proxy
statement/prospectus included in the Registration Statement and the amendments
thereto and the definitive proxy statement/prospectus, as these materials will
contain important information about the parties to the Merger and Share
Acquisition Agreement, 26 Capital, UE Resorts and the Business Combination.
After the Registration Statement is declared effective, the definitive proxy
statement/prospectus will be mailed to stockholders of 26 Capital as of a record
date to be established for voting on the Business Combination and other matters
as may be described in the Registration Statement. Stockholders will also be
able to obtain copies of the proxy statement/prospectus and other documents
filed with the SEC that will be incorporated by reference in the proxy
statement/prospectus, without charge, once available, at the SEC's web site at
sec.gov, or by directing a request to: 26 Capital Acquisition Corp., 701
Brickell Avenue, Suite 1550, Miami, Florida 33131, Attention: Jason Ader.
Participants in the Solicitation
26 Capital and certain of its directors and executive officers may be deemed
participants in the solicitation of proxies from 26 Capital 's stockholders with
respect to the Business Combination. A list of the names of those directors and
executive officers and a description of their interests in 26 Capital is set
forth in 26 Capital Acquisition Corp.'s filings with the SEC (including 26
Capital's final prospectus related to its initial public offering (File No.
333-251682) declared effective by the SEC on January 14, 2021), and are
available free of charge at the SEC's web site at www.sec.gov, or by directing a
request to 26 Capital Acquisition Corp., Inc., 701 Brickell Avenue, Suite 1550,
Miami, Florida 33131, Attention: Jason Ader. Additional information regarding
the interests of such participants will be contained in the registration/proxy
statement for the Business Combination when available.
UE Resorts and certain of their directors and executive officers may also be
deemed to be participants in the solicitation of proxies from the stockholders
of 26 Capital in connection with the Business Combination. A list of the names
of such directors and executive officers and information regarding their
interests in the proposed business combination transaction will be included in
the registration/proxy statement for the Business Combination when available.
1
Forward Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the "safe harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and must not be
relied on by any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. UE Resorts's actual results may
differ from their expectations, estimates, and projections and, consequently,
you should not rely on these forward-looking statements as predictions of future
events. Words such as "expect," "estimate," "project," "budget," "forecast,"
"anticipate," "intend," "plan," "may," "will," "could," "should," "believes,"
"predicts," "potential," "continue," and similar expressions (or the negative
versions of such words or expressions) are intended to identify such
forward-looking statements. These forward-looking statements include, without
limitation, 26 Capital's and UE Resorts's expectations with respect to future
performance and anticipated financial impacts of the Business Combination.
These forward-looking statements involve significant risks and uncertainties
that could cause the actual results to differ materially, and potentially
adversely, from those expressed or implied in the forward-looking statements.
Most of these factors are outside 26 Capital's and UE Resorts's control and are
difficult to predict. Factors that may cause such differences include, but are
not limited to: (1) the outcome of any legal proceedings that may be instituted
against 26 Capital and/or UE Resorts following the consummation of the Business
Combination; (2) the impact of COVID-19 and related regulatory responses (such
as local community quarantine and international travel restrictions) on UE
Resorts's business; (3) the dependence of UE Resorts's business on its casino
gaming license; (4) the inability to maintain the listing of UE Resorts's common
shares on the Nasdaq following the consummation of the Business Combination; (5)
the risk that the Business Combination disrupts current plans and operations;
(6) the ability to recognize the anticipated benefits of the Business
Combination, which may be affected by, among other things, competition, the
ability of UE Resorts to grow and manage growth profitably, and retain its key
employees; (7) costs related to the Business Combination; (8) changes in
applicable laws or regulations; and (9) the possibility that UE Resorts may be
adversely affected by other economic, business, and/or competitive factors. The
foregoing list of factors is not exclusive. All subsequent written and oral
forward-looking statements concerning 26 Capital or UE Resorts, the transactions
described herein or other matters attributable to 26 Capital, UE Resorts or any
person acting on their behalf are expressly qualified in their entirety by the
cautionary statements above. Readers are cautioned not to place undue reliance
upon any forward-looking statements, which speak only as of the date made. Each
of 26 Capital and UE Resorts expressly disclaims any obligations or undertaking
to release publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in their expectations with respect
thereto or any change in events, conditions, or circumstances on which any
statement is based, except as required by law.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy,
consent or authorization with respect to any securities or in respect of the
Business Combination. This Current Report on Form 8-K shall also not constitute
an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any states or jurisdictions in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being filed herewith:
2.1 Waiver and Consent Pursuant to the Agreement and Plan of Merger and
Share Acquisition, dated September 29, 2022, by and among 26 Capital
Acquisition Corp., Tiger Resort Asia Ltd., and Tiger Resort, Leisure
and Entertainment, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
2© Edgar Online, source Glimpses
26 CAPITAL ACQUISITION CORP. 
