Item1.01 |
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Entry Into a Material Definitive Agreement. |
As previously reported, on October 15, 2021,
26 Capital Acquisition Corp. (“26 Capital” or the “Company”) entered into an Agreement and Plan of Merger
and Share Acquisition (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 and a subsidiary of
TRA (“TRLEI”), Okada Manila International, Inc., a Philippine corporation which is currently a subsidiary of TRLEI
(“OMI”), and Project Tiger Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of OMI (“Merger
Sub” and with TRA, TRLEI, and OMI, the “UEC Parties”). Pursuant to the Merger and Share Acquisition Agreement,
Merger Sub will merge with and into 26 Capital and the Merger and Share Acquisition Agreement contemplated that the stockholders of 26
Capital will acquire the right to subscribe for American Depositary Shares (“ADSs”) representing the OMI common shares
(the “Business Combination”).
On February 15, 2022, the Company and the
UEC Parties entered into an amendment to the Merger and Share Acquisition Agreement (the “Amendment”). The Amendment
eliminated the requirement that OMI issue ADSs representing the OMI common shares. Instead, stockholders of 26 Capital will receive OMI
common shares and OMI common shares will be issuable upon the exercise of the OMI warrants.
Important Information About the Business
Combination
In connection with the proposed Business
Combination, Okada Manila intends to file with the SEC a registration statement (the “Registration Statement”),
which will include a proxy statement/prospectus, prepared by Okada Manila 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 Okada Manila. 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, Okada Manila 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.
Okada Manila 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.
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. Okada Manila’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 Okada Manila’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 Okada Manila’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 Okada Manila 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 Okada Manila’s business;
(3) the dependence of Okada Manila’s business on its casino gaming license; (4) the inability to maintain the listing of Okada Manila’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 Okada Manila 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 Okada Manila 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 Okada Manila, the transactions described herein or other matters
attributable to 26 Capital, Okada Manila 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 Okada Manila 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.