Tiger Resorts, Leisure and Entertainment Inc. cancelled the acquisition of 26 Capital Acquisition Corp. from a group of shareholders in a reverse merger transaction.
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.