Tiger Resorts, Leisure and Entertainment Inc. (“Okada Manila") entered into a merger agreement to acquire 26 Capital Acquisition Corp. (NasdaqCM:ADER) from a group of shareholders for $2.4 billion in a reverse merger transaction on October 15, 2021. The transaction values OMI at an enterprise value of $2.6 billion and an equity value of $2.5 billion. Universal Entertainment Corporation, Okada Manila’s parent company and the current owner of 100% of its equity, will retain all its current holdings in Okada Manila in the newly publicly traded company. Universal Entertainment Corp. will roll 100% of its equity in the transaction and is expected to own approximately 250 million shares, representing 87.9% while 26 Capital public stockholders will own 9.7% of the combined company at closing, assuming no redemptions by shareholders of 26 Capital Acquisition Corp. Upon closing of the transaction, the publicly traded company will have its common stock listed on the Nasdaq through an American Depository Receipt program. Following the expected closing of the merger, Okada Manila will continue to be led by President Byron Yip, Chief Financial Officer Hans Van Der Sande and its world class leadership team comprising of Kenshi Asano, President of UE Resorts International, Inc. (UERI) and Toji Takeuchi, Executive Officer and Head of Corporate Planning Division of UE and Board Member of UERI. The Board of Directors will comprise of 7 members with at least two Independent Directors. The deal may provide up to $275 million of cash to the business. As the business continues to evolve, it was fitting to change the name. Company have decided to change the name of Okada Manila International, Inc. to UE Resorts International, Inc. to focus our combined efforts for the future growth and development of Okada Manila and our ambitions to establish a presence in other countries around the world. After closing of the series of the transactions, OMI will be listed on the US NASDAQ and 26 Capital will be delisted.

The transaction is subject to approval by 26 Capital stockholders, the Form F-4 and the Form F-6 shall have become effective, the Reorganization, including the receipt of any approval of BSP and any other Governmental Authority required in connection thereof, shall have been completed, US regulatory approvals, OMI common shares and OMI warrants shall be approved for listing on Nasdaq, subscription dividend having been declared and distributed, completion of reorganization and other customary closing conditions. The Boards of Directors of both 26 Capital Acquisition Corp. and Okada Manila have unanimously approved the proposed transaction and recommend approval of the merger and share acquisition agreement and related matters by the shareholders of 26 Capital. As on June 2, 2022, a registration statement on Form F-4 filed with the US SEC for the merger, became effective. The transaction is expected to close in the first half of 2022. As of June 10, 2022, the Board of Directors of Universal Entertainment resolved to change the deadline of the transaction from June 30, 2022 to September 30, 2022. As of September 30, 2022 Board of Directors has resolved to extend the deadline of the Merger Agreement and deadline has been changed from September 30, 2022 to September 30, 2023.  The annual meeting of stockholders of 26 Capital Acquisition Corp will be held on December 14, 2022 to approve the transaction. 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.

Ryutaro Oka, Akifusa Takada, Derek Liu, Michelle Heisner and Steven Canner of Baker McKenzie LLP and James Grandolfo and James Grandolfo of Milbank LLP served as legal counsel for Universal Entertainment Corporation and Okada Manila. Continental Stock Transfer & Trust Company acted as the transfer agent and Jeffrey Symons, F. Xavier Kowalski, John Mahon; Douglas Mintz, Gregory Kinzelman, Mario Kranjac, Abby Castaldi, Joseph Reich, Hannah Hollingsworth, Edward Sadtler and Edward Nasti of Schulte Roth & Zabel served as legal counsel for 26 Capital Acquisition Corp. D.F. King & Co., Inc. acted as proxy agent to 26 Capital for a fee of approximately $25,000. American Stock Transfer & Trust Company, LLC acted as the transfer agent to Universal Entertainment.

Tiger Resorts, Leisure and Entertainment Inc. cancelled the acquisition of 26 Capital Acquisition Corp. (NasdaqCM:ADER) from a group of shareholders in a reverse merger transaction on June 30, 2023.