Item 8.01 Other Events.
On February 2, 2023, 26 Capital Acquisition Corp. ("26 Capital") filed a
complaint in the Delaware Court of Chancery (the "Delaware Action") against
Tiger Resort Asia Ltd. ("TRA"), Tiger Resort, Leisure and Entertainment, Inc.
("TRLEI"), UE Resorts International, Inc. ("UE Resorts"), and Project Tiger
Merger Sub, Inc. (collectively with TRA, TRLEI, and UE Resorts, the "UEC
Parties") seeking a grant of specific performance ordering the UEC Parties to
specifically perform their obligations under that certain Agreement and Plan of
Merger and Share Acquisition Agreement, by and among the UEC Parties and 26
Capital, dated as of October 15, 2021, as amended (the "Merger and Share
Acquisition Agreement"), including using reasonable best efforts to consummate
the business combination (the "Business Combination") in accordance with the
terms of the Merger and Share Acquisition Agreement.
The foregoing summary of the Delaware Action is qualified in its entirety by
reference to the full text of the Delaware Action, a copy of which is filed with
this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by
reference.
Additional Information and Where to Find It
On May 25, 2022, 26 Capital filed with the Securities and Exchange Commission
("SEC") a preliminary proxy statement in connection with the proposed Business
Combination, which was part of a registration statement filed by UE Resorts. 26
Capital intends to file with the SEC an amended preliminary proxy statement as
part of an amended registration statement to be filed by UE Reports
(the "Registration Statement"). The Registration Statement will be both the
proxy statement to be distributed to holders of shares of 26 Capital's common
stock in connection with 26 Capital's solicitation of proxies for the vote by 26
Capital's stockholders with respect to the Business Combination and other
matters as may be described in the Registration Statement, as well as the
prospectus relating to the offer and sale of the securities of UE Resorts, and
will contain certain other related documents. 26 Capital's stockholders and
other interested persons are advised to read, when available, the preliminary
proxy statement/prospectus included in the Registration Statement and the
amendments thereto and the definitive proxy statement/prospectus, as these
materials will contain important information about the parties to the Merger and
Share Acquisition Agreement, 26 Capital, UE Resorts and the Business
Combination. After the Registration Statement is declared effective, the
definitive proxy statement/prospectus will be mailed to stockholders of 26
Capital as of a record date to be established for voting on the Business
Combination and other matters as may be described in the Registration Statement.
Stockholders will also be able to obtain copies of the proxy
statement/prospectus and other documents filed with the SEC that will be
incorporated by reference in the proxy statement/prospectus, without charge,
once available, at the SEC's web site at sec.gov, or by directing a request to:
26 Capital Acquisition Corp., 701 Brickell Avenue, Suite 1550, Miami, Florida
33131, Attention: Jason Ader.
Participants in the Solicitation
26 Capital and certain of its directors and executive officers may be deemed
participants in the solicitation of proxies from 26 Capital's stockholders with
respect to the Business Combination. A list of the names of those directors and
executive officers and a description of their interests in 26 Capital is set
forth in 26 Capital's filings with the SEC (including 26 Capital's final
prospectus related to its initial public offering (File No. 333-251682) declared
effective by the SEC on 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., Inc., 701 Brickell Avenue, Suite 1550, Miami, Florida 33131,
Attention: Jason Ader. Additional information regarding the interests of such
participants will be contained in the registration/proxy statement for the
Business Combination when available.
UE Resorts and certain of its directors and executive officers may also be
deemed to be participants in the solicitation of proxies from the stockholders
of 26 Capital in connection with the Business Combination. 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 Statement.
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Forward-Looking Statements
This Current Report on Form 8-K 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. 26 Capital's and UE Resorts'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's and UE Resorts's expectations with
respect to future performance and anticipated financial impacts of the Business
Combination.
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's and UE Resorts'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 and/or UE Resorts preceding or following the consummation of
the Business Combination; (2) the impact of COVID-19 and related regulatory
responses (such as local community quarantine and international travel
restrictions) on UE Resorts's business; (3) the dependence of UE Resorts's
business on its casino gaming license; (4) the inability to maintain the listing
of UE Resorts's common shares on the Nasdaq following the consummation of the
Business Combination; (5) the risk that the Business Combination disrupts
current plans and operations; (6) the ability to recognize the anticipated
benefits of the Business Combination, which may be affected by, among other
things, competition, the ability of UE Resorts to grow and manage growth
profitably, and retain its key employees; (7) costs related to the Business
Combination; (8) changes in applicable laws or regulations; and (9) the
possibility that UE Resorts may be adversely affected by other economic,
business, and/or competitive factors. The foregoing list of factors is not
exclusive. All subsequent written and oral forward-looking statements concerning
26 Capital or UE Resorts, the transactions described herein or other matters
attributable to 26 Capital, UE Resorts 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 and UE
Resorts 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.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy,
consent or authorization with respect to any securities or in respect of the
Business Combination. This Current Report on Form 8-K 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. No offering of
securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being filed herewith:
99.1 Complaint in 26 Capital Acquisition Corp. v. Tiger Resort Asia Ltd.,
Tiger Resort, Leisure And Entertainment, Inc., UE Resorts International,
Inc., And Project Tiger Merger Sub, Inc., C.A. No. 2023-0128 (Del.
Ch.).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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