UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT TO toSECTION ~~Section~~ 13 OR 15(d) ofOF ~~The Securities Exchange Act of 1934~~THE

~~Date of Report (Date of earliest event~~SECURITIES ~~reported):~~EXCHANGE ~~August~~ACT ~~11,~~OF ~~2023 (August 10, 2023)~~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)		(Commission File Number)		(IRS Employer Identification No.)

OfficeEdge Miami

701 Brickell Avenue, Suite 1550

Miami, Florida 33131

(Address of principal executive office and zip code)

(305) 709-6664

(Registrant’s telephone number, including area code)

Not Applicable (Former name or former address, if changed since last report)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-half of one Redeemable Warrant	ADERU	The Nasdaq Stock Market LLC
Shares of Class A common stock, par value $0.0001 per share, included as part of the Units	ADER	The Nasdaq Stock Market LLC
Redeemable Warrants included as part of the Units	ADERW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth ~~Growth Company~~ company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 48.0201. ~~Non-Reliance on Previously Issued Financial Statements~~Other Events.

~~The~~As ~~management~~previously ofreported, on October 15, 2021, 26 Capital Acquisition Corp., a Delaware corporation (the “Company”), inentered into ~~consultation with its advisors, identified~~ an ~~accounting~~Agreement ~~error in~~and ~~the~~Plan ~~previously~~of ~~issued~~Merger ~~financial~~and ~~statements~~Share Acquisition, as ofamended (the “Merger and ~~for~~Share ~~the~~Acquisition ~~quarterly~~Agreement”) with ~~period~~Tiger ~~ended~~Resort ~~March~~Asia 31Ltd., ~~2023.~~a OnHong ~~August~~Kong ~~10,~~private ~~2023,~~limited ~~the~~company ~~Company’s audit~~(“TRA”), ~~committee~~Tiger ~~concluded~~Resort, ~~after~~Leisure ~~discussion~~and ~~with~~Entertainment Inc., ~~the~~a ~~Company’s~~Philippine ~~management~~corporation ~~and~~(“TRLEI”), ~~its~~UE ~~advisors~~Resorts International, ~~that~~Inc. ~~the~~(formerly ~~Company’s~~Okada ~~unaudited~~Manila ~~financial~~International, Inc.), ~~statements~~a asPhilippine ofcorporation ~~and~~(“UE ~~for~~Resorts”), ~~the~~and ~~quarterly~~Project ~~period~~Tiger ~~ended~~Merger ~~March~~Sub, 31Inc., ~~2023~~a ~~included~~Delaware incorporation ~~the~~and ~~Company’s~~a ~~Quarterly Report on Form 10~~wholly-~~Q should~~owned nosubsidiary ~~longer~~of beUE ~~relied~~Resorts ~~upon~~(“Merger ~~due~~Sub”). Pursuant to the ~~error~~Merger ~~described above~~ and ~~should~~Share beAcquisition ~~restated.~~Agreement, ~~The~~Merger ~~Company~~Sub ~~plans~~ planned to ~~restate~~merge ~~the~~with ~~financial~~and ~~statements identified~~into ~~above in~~ the Company’s ~~Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023~~ (the “~~Form~~Business ~~10-Q~~Combination”) ~~to be filed with the SEC as soon as practicable~~.

~~The~~On December 14, 2022, the Company’s ~~management~~stockholders ~~has~~approved ~~concluded~~an ~~that~~amendment into ~~light~~the Amended and Restated Certificate of Incorporation to extend the ~~error~~deadline ~~described~~by ~~above,~~which athe ~~material~~Company ~~weakness~~must ~~exists~~complete inan initial business combination (the ~~Company’s~~“Combination Period”) ~~internal~~from ~~control~~January ~~over~~20, ~~financial~~2023 ~~reporting~~to ~~and~~October ~~that~~20, 2023 (or such earlier date as determined by the Company’s ~~disclosure~~board ~~controls~~of directors) (the “Extension” and ~~procedures~~such ~~were~~date, ~~not~~the ~~effective~~“Extended asDate”). ofIn ~~March 31~~connection with the Extension, ~~2023.~~$275,000 ~~The~~has ~~Company’s~~been ~~remediation~~deposited ~~plan~~every ~~with~~month ~~respect~~since January to20, ~~such~~2023 ~~material~~into ~~weakness~~the ~~will~~U.S.-based betrust ~~described~~account in ~~detail~~which inproceeds from the ~~Form~~Company’s ~~10-Q with~~initial public offering were placed following the ~~SEC~~closing (the “Trust Account”).

~~The~~On February 2, 2023, the Company’s ~~management~~commenced an action against certain of the parties (the “UEC Parties”) to the Merger and ~~audit~~Share Acquisition ~~committee~~Agreement (the ~~have~~“Delaware ~~discussed~~Action”) by filing a complaint (the ~~matters~~“Complaint”) in ~~disclosed~~the Delaware Court of Chancery (the “Delaware Court”). The Complaint sought, among other things, an order requiring the UEC Parties to specifically perform their obligations under the Merger and Share Acquisition Agreement, including using reasonable best efforts to consummate the Business Combination in ~~this~~accordance ~~Current~~with ~~Report~~the onterms ~~Form~~of the Merger and Share Acquisition Agreement. 8 Following numerous court filings alleging counterclaims and allegations of fraud and material breach in the following months, the Delaware Court conducted a trial from July 10-~~K pursuant~~14, 2023 on multiple issues, including the Company’s request for an order of specific performance. toOn ~~this~~September ~~Item~~7, 42023, the Delaware Court issued a decision denying the Company’s request for specific performance.02 ~~with~~The ~~its~~Delaware Court ~~independent~~did ~~registered~~not ~~public~~reach ~~accounting~~the ~~firm~~issues of breach or damages, which will be the subject of further proceedings.

On September 21, 2023, the Company issued a press release announcing that, due to the Delaware Court’s decision denying the Company’s request for an order of specific performance, the Company will be unable to complete an initial business combination within the Combination Period. Accordingly, the final $275,000 monthly installment to extend the Combination Period until the Extended Date will not be deposited and instead, the Company will liquidate the Trust Account, effective as of the close of business on September 21, 2023. The Company is committed to vigorously pursuing all available remedies against the UEC Parties, including damages, and it will issue further releases with updates on such remedies and any such recovery as needed.

In connection with the liquidation of the Trust Account, the Company will redeem all of the outstanding shares of common stock that were included in the units issued to public stockholders in its initial public offering (the “Public Shares”) at a per-share redemption price of approximately $10.95 (before taking into account the removal of a portion of the accrued interest in the Trust Account to pay taxes and dissolution expenses). As of the close of business on or about September 25, 2023, the Public Shares will be deemed cancelled and stockholders will have the right to receive the redemption amount.

In order to provide for the disbursement of funds from the Trust Account, the Company has instructed Continental Stock Transfer & Trust Company, the trustee of the Trust Account, to take all necessary actions to liquidate the Trust Account. The proceeds of the Trust Account will be held in a non-interest bearing account while awaiting disbursement to the holders of the Public Shares. Record holders will receive their pro rata portion of the proceeds of the Trust Account by delivering their Public Shares to Equiniti Trust Co., the Company’s transfer agent. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the redemption amount. The redemption of the Public Shares is expected to be completed within ten business days after September 28, 2023.

~~SIGNATURES~~The Company’s sponsor has agreed to waive its redemption rights with respect to its founder shares issued in a private placement prior to the Company’s initial public offering. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire.

~~Pursuant~~The Company toexpects that the ~~requirements~~Nasdaq ofStock Market LLC will file a Form 25 with the United States Securities and Exchange ~~Act~~ ofCommission ~~1934,~~(the as“Commission”) to ~~amended,~~delist the ~~registrant~~Company’s ~~has~~securities. ~~duly~~The ~~caused~~Company ~~this~~thereafter ~~report~~expects to befile ~~signed~~a onForm 15 with the Commission to terminate the registration of its ~~behalf~~securities byunder the ~~undersigned~~Securities ~~hereunto~~Exchange ~~duly~~Act ~~authorized~~of 1934, as amended.

	26 Capital Acquisition Corp.
	(Registrant)
August 11, 2023	By:	/s/ Jason Ader
	Name:	Jason Ader
	Title:	Chief Executive Officer

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed herewith:

Exhibit No.		Description
99.1		Press Release, dated September 21, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 21, 2023

26 CAPITAL ACQUISITION CORP.

By:	/s/ Jason Ader
	Name:	Jason Ader
	Title:	Chief Executive Officer

Filing Compare · 26 Capital Acquisition Corp.