26 Capital Announces Effectiveness of Registration Statement and Special Meeting to Approve Business Combination with UE Resorts International
26 Capital Acquisition Corp. (NASDAQ: ADER) announced that the SEC has declared effective its Form F-4 registration statement for the proposed merger with UE Resorts International, Inc. This merger will result in Okada Manila becoming publicly traded. A special meeting for stockholders to approve the business combination is set for June 28, 2022. The new company will trade under the ticker symbols "UERI" and "UERIW" on Nasdaq.
- SEC approval of Form F-4 registration statement enhances credibility.
- The merger with UE Resorts International aims to boost shareholder value.
- Dependence on regulatory approvals poses risks.
- Potential challenges in maintaining Nasdaq listing post-merger.
MIAMI, June 3, 2022 /PRNewswire/ -- 26 Capital Acquisition Corp. ("26 Capital") (NASDAQ: ADER), today announced that the registration statement on Form F-4 (the "Registration Statement") filed by UE Resorts International, Inc. ("UERI") in connection with the previously announced proposed business combination (the "Business Combination") of 26 Capital with UERI, the holding company of Okada Manila, one of the premier casino resorts in Asia and the largest integrated resort in the Philippines, has been declared effective by the U.S. Securities and Exchange Commission ("SEC"). The Registration Statement provides important information about 26 Capital, UERI, and the Business Combination.
26 Capital also announced a record date of June 3, 2022 (the "Record Date") and a meeting date of June 28, 2022, for the special meeting of its stockholders (the "Special Meeting") to approve the Business Combination. If the proposals at the Special Meeting are approved, the parties anticipate that the Business Combination will close shortly thereafter, subject to the satisfaction of all other closing conditions.
Upon closing, the combined company is expected to be listed on Nasdaq with its common shares and warrants trading under the new ticker symbols "UERI" and "UERIW", respectively.
The Special Meeting will be held on June 28, 2022, at a time to be determined. Additionally, it will be available via live webcast and participants have the option to listen to the Special Meeting by dialing-in. The webcast link and dial-in number will be forthcoming.
26 Capital recommends all stockholders vote in advance of the Special Meeting by telephone, via the Internet or by signing, dating, and returning the proxy card upon receipt.
Your vote for all proposals is important, no matter how many or how few shares you own. If you have any questions or need assistance voting, please contact D.F. King & Co., Inc., 26 Capital's proxy solicitor, by calling (866) 342-4883 (shareholders) or (212) 269-5550 (banks and brokers), or by emailing ADER@dfking.com.
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
About UE Resorts International, Inc.
UE Resorts International, Inc. is the holding company of Okada Manila, the premier casino and integrated resort in Entertainment City, Manila. Okada Manila is the largest integrated resort in the Philippines and amongst the largest in the world. Located in one of the fastest-growing gaming markets in Asia, Okada Manila sits on over 50 acres of land, and upon final completion will have licensed capacity to operate 974 gaming tables and 6,890 electronic gaming machines and have 993 luxury hotel rooms.
Participants in the Solicitation
26 Capital Acquisition Corp. and certain of its directors and executive officers may be deemed participants in the solicitation of proxies from 26 Capital Acquisition Corp.'s stockholders with respect to the proposed business combination transaction. A list of the names of those directors and executive officers and a description of their interests in 26 Capital Acquisition Corp. is set forth in 26 Capital Acquisition Corp.'s filings with the SEC (including 26 Capital Acquisition Corp.'s final prospectus related to its initial public offering (File No. 333-251682) dated as of 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., 701 Brickell Avenue, Miami, Florida 33131, attention: Jason Ader. Additional information regarding the interests of such participants will be contained in the prospectus/proxy statement for the proposed business combination transaction 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 Acquisition Corp. in connection with the proposed business combination transaction. 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 proposed business combination transaction when available
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 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 Acquisition Corp.'s and Okada Manila's expectations with respect to future performance and anticipated financial impacts of the business combination transaction.
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 Acquisition Corp.'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 Acquisition Corp. and/or Okada Manila following the consummation of the business combination transaction; (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 transaction; (5) the risk that the business combination transaction disrupts current plans and operations; (6) the ability to recognize the anticipated benefits of the business combination transaction, 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 transaction; (8) changes in applicable laws or regulations; (9) the possibility that Okada Manila may be adversely affected by other economic, business, and/or competitive factors; and (10) any plans to expand operations outside of the Philippines. The foregoing list of factors is not exclusive. All subsequent written and oral forward-looking statements concerning 26 Capital Acquisition Corp. or Okada Manila, the transactions described herein or other matters and attributable to 26 Capital Acquisition Corp., 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 Acquisition Corp. 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.
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SOURCE 26 Capital
FAQ
What is the significance of the SEC declaring the Form F-4 effective for ADER?
When is the special meeting for ADER stockholders scheduled?
What will be the new ticker symbols for the combined company?
What are the potential risks associated with the ADER merger with UE Resorts International?
