Item 1.01. Entry into a Material Definitive Agreement.

On January 20, 2021, 26 Capital Acquisition Corp., a Delaware corporation (the "Company"), consummated its initial public offering (the "IPO") of 27,500,000 units (the "Units"), including 3,500,000 Units issued pursuant to the exercise of the underwriters' over-allotment option. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share ("Class A Common Stock"), and one-half of one redeemable warrant of the Company ("Warrant"), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $275,000,000.

Simultaneously with the closing of the IPO, pursuant to the Private Placement Warrants Purchase Agreement, the Company completed the private sale of 7,500,000 warrants (the "Private Placement Warrants") to 26 Capital Holdings, LLC at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $7,500,000 (the "Private Placement"). The Private Placement Warrants are identical to the Warrants included in the Units sold as part of the Units in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale.

A total of $275,000,000 comprised of $267,500,000 of the proceeds from the IPO (which amount includes $9,625,000 of the underwriter's deferred discount) and $7,500,000 of the proceeds of the sale of the Private Placement Warrants, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee.

An audited balance sheet as of January 20, 2021 reflecting receipt of the proceeds upon consummation of the IPO, including full exercise of the underwriter's over-allotment option, and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits

The following exhibits are being filed herewith:





Exhibit No.    Description

99.1            Audited Balance Sheet as of January 20, 2021.




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