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): April 28, 2023

26 Capital Acquisition Corp.

(Exact name of registrant as specified in its charter)

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:

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

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

On April 28, 2023, 26 Capital Acquisition Corp. (the “Company”) issued an unsecured 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 $4,000,000 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 earlier 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., UE Resorts International, Inc. (formerly known as Okada Manila International, Inc.), Project Tiger Merger Sub, Inc., Tiger Resort, Leisure and Entertainment, Inc. 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”) and (b) the date that the winding up of the Company is effective. 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 April 28, 2023, the Company borrowed the full $4,000,000 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.

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.

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.

(d) Exhibits. The following exhibits are being filed herewith:

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.

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