26 Capital Acquisition Corp. announced that it has entered into a material definitive agreement for a private placement of an unsecured convertible promissory note for gross proceeds of $4,000,000 on April 28, 2023. The transaction will include participation from existing investor, 26 Capital Holdings LLC.

The note matures upon the earlier of (a) the satisfaction of all conditions set forth in Article 7 of merger agreement and (b) the date that the winding up of the company is effective. The convertible note does not bear interest. 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 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 company may from time to time request advances and borrow funds periodically under the Line of Credit from the investor.