Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 29, 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)

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 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging Growth 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. o

Item 1.01

Entry Into a Material Definitive Agreement.

On June 29, 2023, 26 Capital Acquisition Corp. (the “Company”) issued a secured convertible promissory note (the “Convertible Note”) to 26 Capital Holdings LLC (the “Sponsor”), pursuant to which the Company may borrow up to an aggregate maximum amount of $2,000,000 from the Sponsor to pay fees and expenses and for other general corporate purposes. Any advances under the Convertible Note shall be made at the sole discretion of the Sponsor. The Convertible Note matures upon the earliest to occur of (a) the satisfaction of all conditions set forth in Article 7 of that certain Agreement and Plan of Merger and Share Acquisition, by and among Tiger Resort Asia Ltd. (“TRA”), UE Resorts International, Inc. (“UE Resorts”) (formerly known as Okada Manila International, Inc.), Project Tiger Merger Sub, Inc. (“Merger Sub”), Tiger Resort, Leisure and Entertainment, Inc. (collectively with TRA, UE Resorts, and Merger Sub, the “UEC Parties”), and the Company, dated as of October 15, 2021, as amended (the “Merger Agreement”) other than those conditions set forth in Article 7 of the Merger Agreement that by their nature cannot be satisfied other than at the Closing (as defined in the Merger Agreement) (such date, the “Pre-Closing Satisfaction Date”), (b) the date that the winding up of the Company is effective, and (c) the one year anniversary of the issuance of the Convertible Note. The Convertible Note is secured by all of the assets of the Company except for the trust account established in connection with the Company’s initial public offering (the “Trust Account”), any funds, monies, or other property on deposit in the Trust Account, or any right, title, interest, or claim in or to any distribution from the Trust Account. The Convertible Note does not bear interest.

Subject to the prior receipt of shareholder approval, and provided that the Company has not deposited an amount equal to the unpaid principal of the advances outstanding under the Convertible Note to an account designated for the benefit of the Sponsor, then upon the occurrence of the Pre-Closing Satisfaction Date the unpaid principal amount of advances under the Convertible Note will convert into a number of shares of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), at a conversion price per share equal to the average closing price of the Class A Common Stock for the 30 consecutive trading days immediately preceding the Pre-Closing Satisfaction Date (the “Equity Conversion”). In addition, following a notice of voluntary prepayment, the Sponsor may cause the Equity Conversion to occur in certain circumstances.

On June 29, 2023, the Company borrowed $500,000 available to it under the Convertible Note.

The foregoing summary of the Convertible Note is qualified in its entirety by reference to the full text of the Convertible Note, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information disclosed under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 to the extent required herein.

Item 3.02

Unregistered Sales of Equity Securities.

The information disclosed under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required herein.

Item 8.01

Other Events.

On June 30, 2023, the Company received a notice of purported termination of the Merger Agreement (the “Notice”) from the UEC Parties. On July 5, 2023, the Company issued a press release concerning the Notice, a copy of which is filed with this Current Report on Form 8-K 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:

10.1		Convertible Note, dated June 29, 2023 and issued to 26 Capital Holdings LLC.
99.1		Press Release issued by 26 Capital Acquisition Corp., dated July 5, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

	26 Capital Acquisition Corp.
	(Registrant)

July 6, 2023	By:	/s/ Jason Ader
	Name:	Jason Ader
	Title:	Chief Executive Officer

Exhibit 10.1

THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

DELAYED DRAW PROMISSORY NOTE

Maximum Principal Amount: $2,000,000	Dated as of June 29, 2023
	New York, New York

26 Capital Acquisition Corp., a Delaware corporation (the “Maker”), promises to pay to the order of 26 CAPITAL HOLDINGS LLC, or its permitted assigns or successors in interest (the “Payee”), the aggregate outstanding principal amount of the Advances (as defined below) in lawful money of the United States of America, on the terms and conditions described below. The Maker acknowledges and agrees that the Payee has provided it with $500,000 by wire transfer of immediately available funds on or before the date hereof. All payments on this Note (except as set forth in Section 17 below) shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Payee to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.

1. Delayed Draw Line of Credit. The Payee hereby establishes a discretionary delayed draw line of credit in favor of the Maker (the “Line of Credit”) in the maximum aggregate principal amount of $2,000,000 (the “Maximum Amount”). The Maker may from time to time request advances and borrow funds periodically under the Line of Credit (each an “Advance” and collectively, the “Advances”) so long as both immediately prior and immediately after giving effect to any such Advance: (i) the aggregate outstanding principal amount of the Advances does not exceed the Maximum Amount and (ii) no Event of Default (as defined below) shall have occurred and be continuing. Anything to the contrary notwithstanding, any such requested Advance shall be made by the Payee in its sole discretion. The Maker may upon not less than three Business Days prior written notice to Payee (such notice, a “Voluntary Prepayment Notice”), prepay Advances from time to time until the Maturity Date (as defined below), subject to the terms and conditions set forth in this Note. For the avoidance of doubt, Payee may return any prepayment made without the requisite prior notice to Maker, the effect of which will be as if such prepayment was not made. Once an Advance has been repaid, it may not be reborrowed.

2. Maturity, Repayment. The principal balance of this Note shall be payable by the Maker on the earliest to occur of: (i) the satisfaction of all conditions set forth in Article 7 of that certain Agreement and Plan of Merger and Share Acquisition Agreement, by and among Tiger Resort Asia Ltd., UE Resorts International, Inc. (formerly known as Okada Manila International, Inc.), Project Tiger Merger Sub, Inc., Tiger Resort, Leisure and Entertainment, Inc. and the Maker, dated as of October 15, 2021, as amended (the “Merger Agreement”) other than those conditions set forth in Article 7 of the Merger Agreement that by their nature cannot be satisfied other than at the Closing (as defined in the Merger Agreement) (such date, the “Pre-Closing Satisfaction Date”), (ii) the date that the winding up of Maker is effective (such date, the “Wind-Up Date”), and (iii) the one year anniversary of the date hereof (such date, the “One Year Anniversary”; the earliest of the Pre-Closing Satisfaction Date, the Wind-Up Date, and the One Year Anniversary, the “Maturity Date”). For the avoidance of doubt, no prior notice is required in respect of any payment on the Maturity Date. Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder. If any amount payable hereunder shall be due on a day other than a Business Day, such payment may be made on the next succeeding Business Day. As used herein, “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required to close.

3. Interest. No interest shall accrue on the unpaid principal balance of this Note.

4. Use of Proceeds. The proceeds of the Advances under the Line of Credit shall be used by the Maker to pay fees and expenses and for other general corporate purposes.

5. Advances. The principal amount of each Advance, the outstanding principal amount of the Advances and all payments made to the Payee on account of such principal may be noted by the Payee on Schedule I attached hereto. The entries in Schedule I shall be conclusive and binding for all purposes absent manifest error. Notwithstanding the foregoing, any error or omission by the Payee with regard to Schedule I shall not affect the obligation of the Maker to pay the full amount of Advances due under this Note.

6. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.

7. Events of Default. The following shall constitute an event of default (“Event of Default”):

(a) Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five Business Days of the Maturity Date.

(b) Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.

(c) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.

8. Remedies.

(a) Upon the occurrence of an Event of Default specified in Section 7(a) hereof, Payee may, by written notice to Maker, (i) (A) terminate the Line of Credit and/or (B) declare this Note to be due immediately and payable, whereupon the unpaid principal amount of the Advances under this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding and (ii) exercise any and all of its other rights under applicable law and under this Note.

(b) Upon the occurrence of an Event of Default specified in Sections 7(b) and 7(c), the Line of Credit shall automatically and immediately terminate, and the unpaid principal amount of the Advances under this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.

(c) In addition to the other rights and remedies provided for herein or otherwise available to Payee, upon any Event of Default, the Payee may exercise all of the rights and remedies of a secured party on default under the Uniform Commercial Code, including, without limitation, judicial or non-judicial foreclosure or public or private sale of any of the Collateral.

9. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee. No failure on the part of the Payee to exercise, and no delay in exercising, any right, power, privilege or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof by the Payee preclude any other or further exercise thereof or the exercise of any other right, power, privilege or remedy of the Payee.

10. Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.

11. Notices. All notices, statements or other documents which are required or contemplated by this Note shall be made in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing by such party, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the Business Day following receipt of written confirmation, if sent by facsimile or electronic transmission, one Business Day after delivery to an overnight courier service or five days after mailing if sent by mail.

12. GOVERNING LAW; Submission to Jurisdiction; Waiver of Jury Trial. THIS NOTE SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF. Each of the Maker and the Payee (by its acceptance hereof) hereby (i) irrevocably submits to the jurisdiction of any Delaware State or Federal court in any action or proceeding arising out of or relating to this Note, (ii) waives any defense based on doctrines of venue or forum non conveniens, or similar rules or doctrines, and (iii) irrevocably agrees that all claims in respect of such an action or proceeding may be heard and determined in such Delaware State or Federal court. The Maker and the Payee (by its acceptance hereof) mutually waive any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Note.

13. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

14. Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account established in connection with the Maker’s initial public offering, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever; provided, however, that upon the occurrence of the Pre-Closing Satisfaction Date, Maker shall repay the principal balance of this Note out of the proceeds released to Maker from the trust account after payment to holders of the shares of Maker’s common stock in accordance with Section 6 hereof. The foregoing shall bind any permitted assignee or transferee of this Note.

15. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.

16. Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.

17. Conversion.

(a) Subject to Section 18 hereof, but otherwise notwithstanding anything contained in this Note to the contrary, provided that Maker has not deposited, or caused to be deposited, irrevocably, an amount equal to the unpaid principal amount of Advances outstanding under this Note to an account designated for the benefit of Payee, then upon the occurrence of the Pre-Closing Satisfaction Date, the unpaid principal amount of Advances under this Note shall convert into a number of shares of the Maker’s Class A common stock (the “Class A Common Stock”) equal to (x) the portion of the principal amount of this Note being converted pursuant to this Section 17, divided by (y) the average closing price of the Class A Common Stock for the 30 consecutive Trading Days immediately preceding the Pre-Closing Satisfaction Date, rounded up to the nearest whole number (the “Conversion Shares”; such conversion of the unpaid principal amount of Advances into Conversion Shares, the “Equity Conversion”). As used herein, “Trading Day” means a day on which the Nasdaq Capital Market is open for trading. For the avoidance of doubt, the number of Conversion Shares to which Payee shall be entitled shall not be limited by any provision set forth in the promissory notes issued by the Maker to the Payee on January 11, 2023, March 30, 2023, or April 28, 2023. In addition, following the delivery of any Voluntary Prepayment Notice that Maker may deliver to Payee, Payee may elect to cause the Equity Conversion to occur by delivery to Maker of written notice expressly stating that Payee has elected to cause the Equity Conversion to occur pursuant to the terms of this Note so long as the Advances being converted pursuant to such notice remain outstanding at the time of delivery of such notice.

(b) Upon the conversion of the principal amount of this Note as set forth in clause (a) above, (i) such principal amount shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Shares, and (iii) in exchange for the surrendered Note, Maker shall, at the direction of Payee, deliver to Payee the Conversion Shares, which shall bear such legends as are required in the opinion of counsel to either Maker or Payee or by any other agreement between Maker and Payee and applicable state and federal securities laws.

(c) Payee shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Shares upon conversion of this Note pursuant hereto; provided, however, that Payee shall not be obligated to pay any transfer taxes resulting from any transfer requested by any of its members or their respective affiliates in connection with any such conversion.

(d) The Conversion Shares shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable provisions of applicable law.

18. Shareholder Approval of the Equity Conversion. Notwithstanding anything to the contrary contained in this Note, (i) no Conversion Shares shall be issued, (ii) the Equity Conversion shall not be effectuated, and (iii) the provisions of Section 17 of this Note shall be void ab inito unless and until the Equity Conversion has been approved by a majority of shares of common stock of Maker then outstanding (the “Shareholder Approval”). Upon such Shareholder Approval, Maker shall be authorized to effectuate the Equity Conversion and issue the Conversion Shares in accordance Section 17 hereof.

19. Collateral. As collateral security for all indebtedness, obligations and other liabilities of the Maker to the Payee under this Note, whether now existing or hereafter arising, the Maker hereby grants to the Payee a lien on and security interest in the following (collectively, the “Collateral”): all assets and other property of every kind, nature and description, tangible or intangible, wherever located and whether now or hereafter existing and whether now owned or hereafter acquired, in which the Maker at any time has rights and all proceeds thereof; provided that the Collateral shall not include the trust account established in connection with the Maker’s initial public offering and maintained by Continental Stock Transfer & Trust Company, as trustee of the trust account, or any funds, monies or other property on deposit therein, or any Claim in or to any distribution therefrom. The Maker hereby authorizes the Payee to file at any time and from time to time one or more financing or continuation statements and amendments thereto, relating to the Collateral (including, without limitation, any such financing statements that (a) describe or identify the Collateral by type or in any other manner as the Payee may determine, and (b) contain any other information required by Part 5 of Article 9 of the Uniform Commercial Code for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment).

[Signature page follows]

IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.

	26 CAPITAL ACQUISITION CORP.

	By:	/s/ John K. Lewis
	Name:	John K. Lewis
	Title:	Chief Financial Officer

Signature Page to Delayed Draw Promissory Note (26 Capital Holdings LLC)

Agreed and Accepted:

26 capital holdings llc

By:	/s/ Jason Ader
Name:	Jason Ader
Title:	Managing Member

Signature Page to Delayed Draw Promissory Note (26 Capital Holdings LLC)

Schedule I

Principal and Repayment of Principal

Date	Amount of Advance	Advances Prepaid	Aggregate Principal Balance of Advances	Notation Made By

Schedule I

Exhibit 99.1

26 CAPITAL RESPONDS TO PURPORTED TERMINATION OF MERGER AGREEMENT BY TIGER RESORTS ASIA

MIAMI, July 5, 2023 – 26 Capital Acquisition Corp. ("26 Capital") (NASDAQ: ADER) confirms that on June 30, 2023, it received a purported notice of termination of the Agreement and Plan of Merger and Share Acquisition, dated as of October 15, 2021, from Tiger Resorts Asia Ltd (“Tiger Resorts”). 26 Capital believes that the termination notice is baseless. 26 Capital believes that Tiger Resorts and its affiliates have engaged in repeated contractual breaches to avoid closing, which is the subject of a pending Delaware litigation going to trial on July 10, 2023. 26 Capital refers to the public docket for the litigation for background on the Tiger Resorts allegations, which 26 Capital believes are meritless. 26 Capital is eager to commence trial on July 10, 2023 and remains fully committed to closing the transaction and improving the merged company’s corporate governance.

About 26 Capital Acquisition Corp.

26 Capital Acquisition Corp. (NASDAQ: ADER) is a Nasdaq-listed blank check company formed for the purpose of creating stockholder value by identifying an acquisition target with significant growth opportunities that the 26 Capital team can enhance by utilizing its experience and track record of creating and unlocking value, with particular focus in gaming, gaming technology, lodging, and entertainment. 26 Capital is led by Jason Ader of SpringOwl Asset Management. Mr. Ader has over 26 years of experience as an institutional investor, asset manager, and research analyst, with particular expertise in the gaming and hospitality industries. SpringOwl Asset Management has raised more than $1 billion in capital since it was founded in 2013.

No Offer or Solicitation

This press release shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination transaction. This press release 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.

Forward-Looking Statements

This press release may include “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 that involve risks and uncertainties, including statements regarding the business combination transaction, including related to the closing of the transaction. If any of these risks or uncertainties materialize, or if any of 26 Capital's assumptions prove incorrect, 26 Capital’s actual results could differ materially from the results expressed or implied by these forward-looking statements. Additional risks and uncertainties include those associated with: the possibility that the conditions to the closing of the business combination transaction are not satisfied, including the risk that required approvals from 26 Capital's stockholders for the transaction are not obtained; potential litigation relating to the transaction; uncertainties as to the timing of the consummation of the transaction; the ability of each party to consummate the transaction; and other risks and uncertainties detailed in the periodic reports that 26 Capital and the UEC Parties file with the SEC. All forward-looking statements in this communication are based on information available to 26 Capital as of the date of this communication, and 26 Capital does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.

Cover	Jun. 29, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 29, 2023
Entity File Number	001-39900
Entity Registrant Name	26 Capital Acquisition Corp.
Entity Central Index Key	0001822912
Entity Tax Identification Number	85-2695910
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	OfficeEdge Miami
Entity Address, Address Line Two	701 Brickell Avenue
Entity Address, Address Line Three	Suite 1550
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33131
City Area Code	305
Local Phone Number	709-6664
Written Communications	true
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-half of one Redeemable Warrant
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-half of one Redeemable Warrant
Trading Symbol	ADERU
Security Exchange Name	NASDAQ
Shares of Class A common stock, par value $0.0001 per share, included as part of the Units
Title of 12(b) Security	Shares of Class A common stock, par value $0.0001 per share, included as part of the Units
Trading Symbol	ADER
Security Exchange Name	NASDAQ
Redeemable Warrants included as part of the Units
Title of 12(b) Security	Redeemable Warrants included as part of the Units
Trading Symbol	ADERW
Security Exchange Name	NASDAQ