Special purpose acquisition company 26 Capital Acquisition Corp said Friday that it would liquidate, effective immediately, having failed to complete an initial business combination with the operating entities of Philippines integrated resort Okada Manila.
Two weeks after a US court ruled it would not require the previously planned SPAC merger to proceed after the two parties took legal action against one another, 26 Capital announced it would unable to complete such merger within the time period required by its Amended and Restated Certificate of Incorporation. A final US$275,000 monthly instalment to extend the combination period to 20 October 2023 would not be paid, it added, although 26 Capital did state its commitment to “vigorously pursuing all available remedies against the [Okada Manila] Parties, including damages.”
Under its liquidation terms, the SPAC said it would redeem all outstanding shares of common stock that were included in the units issued to public stockholders in its initial public offering at a per-share redemption price of US$10.95. Public shares will be cancelled by 25 September.
The ultimate parent of Okada Manila, Japan’s Universal Entertainment Corp, had stated in recent weeks that it expected 26 Capital to lodge an appeal against the Delaware Court of Chancery’s decision to deny the merger. The court had determined that 26 Capital “engaged in conduct that should not be rewarded” in pushing for the merger to close.
26 Capital founder Jason Ader filed a lawsuit against the Okada Manila entities – namely Tiger Resort Asia Ltd (TRAL), Tiger Resort, Leisure and Entertainment Ltd (TRLEI), UE Resorts International Inc (UERI) and Project Tiger Merger Sub Inc – in February alleging they had breached their obligations under the merger agreement to consummate the merger promptly. The lawsuit also called on the court to order the consummation to take place.
The Okada Manila entities officially terminated the merger agreement as of 30 June 2023 citing “various material breaches of the merger agreement and fraudulent conduct by 26 Capital … that were discovered in the litigation process.”
The Delaware court ruling found that ordering the merger to close might breach a controversial Philippine court order issued last year ordering the board of TRLEI be reinstated to its former composition, including the return of Universal founder Kazuo Okada as CEO. Mr Okada has since been the subject of at least two arrest warrants in the Philippine after he used that court order to seize control of Okada Manila for a period of three months in mid-2022.
The Delaware court also revealed that 26 Capital had never disclosed to TRLEI that its main advisor to the merger, Zama Capital hedge fund founder Alex Eiseman, also owned more than 60% of a 26 Capital affiliate. The judge described Eiseman’s involvement as “a conspiracy to mislead Universal”.
RelatedPosts
