US-based Special Purpose Acquisition Company (SPAC), 26 Capital Acquisition Corp, has described counterclaims filed against it by entities of Philippines integrated resort Okada Manila as a “desperate litigation strategy”.
The counterclaims, filed with the Delaware Court of Chancery last week, relate to a lawsuit filed by 26 Capital and its founder, Jason Ader, in early February which alleged the Okada Manila entities had breached their obligations under a merger agreement aimed at listing Okada Manila on the NASDAQ to consummate the merger promptly. The lawsuit also called on the court to order the consummation to take place.
As reported by Inside Asian Gaming, the counterclaims call for the agreement to be terminated while also accusing Ader of fraud, of breaching US securities laws and of breaching the terms of the merger agreement.
In a response sent to Inside Asian Gaming overnight, a 26 Capital spokesperson said it had “filed a lawsuit against [Okada Manila parent] Universal Entertainment Corp’s affiliates in February because they were not honoring their contractual obligations and refusing to do the work required to close.”
They added, “The counterclaims are nothing more than a desperate litigation strategy to deflect from [UEC’s] own improper conduct. We look forward to proving them wrong at the trial in July – if their counterclaims even get that far.”
Tiger Resort Asia Ltd (TRA), the immediate parent company of Okada Manila operator Tiger Resort, Leisure & Entertainment Inc (TRLEI), first announced its merger agreement with 26 Capital in October 2021.
The so-called “reverse triangular merger” would see TRLEI and 26 Capital Acquisition Corp become wholly-owned subsidiaries of Okada Manila International Inc (OMI) – now called UE Resorts International Inc – which would in turn be recognized as a NASDAQ-listed company and with TRA retaining around 80% of the share capital.
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