Item 1.01 Entry Into a Material Definitive Agreement.
OnJanuary 11, 2023 ,26 Capital Acquisition Corp. (the "Company") issued an unsecured convertible promissory note (the "Convertible Note") to 26Capital Holdings LLC (the "Sponsor"), pursuant to which the Company may borrow up to an aggregate maximum amount of$2,500,000 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 Agreement, by and amongTiger Resort Asia Ltd. ,UE Resorts International, Inc. (formerly known asOkada Manila International, Inc. ),Project Tiger Merger Sub, Inc. ,Tiger Resort, Leisure and Entertainment, Inc. ("TRLEI") and the Company, dated as ofOctober 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, at a conversion price of$2.50 per share (the "Equity Conversion"), up to a maximum of 2,000,000 shares issued in the aggregate in connection with the ongoing funding of the Company after the date of the Convertible Note. In addition, following a notice of voluntary prepayment, the Sponsor may cause the Equity Conversion to occur in certain circumstances. In connection with the issuance of the Convertible Note, the Sponsor granted an option to TRLEI to purchase any equity received by the Sponsor in the Equity Conversion exercisable within 60 days following the Closing. 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 or 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 ofEquity 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 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being filed herewith:
10.1 Convertible Note, datedJanuary 11, 2023 and issued to 26 CapitalHoldings LLC . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 1
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