Item 1.01 Entry Into a Material Definitive Agreement.


On January 11, 2023, 26 Capital Acquisition Corp. (the "Company") issued an
unsecured convertible promissory note (the "Convertible Note") to 26 Capital
Holdings LLC (the "Sponsor"), pursuant to which the Company may borrow up to an
aggregate maximum amount of $2,500,000 from the Sponsor to pay fees and expenses
and for other general corporate purposes. Any advances under the Convertible
Note shall be made at the sole discretion of the Sponsor. The Convertible Note
matures upon the earlier of (a) the satisfaction of all conditions set forth in
Article 7 of that certain Agreement and Plan of Merger and Share Acquisition
Agreement, by and among Tiger Resort Asia Ltd., UE Resorts International, Inc.
(formerly known as Okada Manila International, Inc.), Project Tiger Merger Sub,
Inc., Tiger Resort, Leisure and Entertainment, Inc. ("TRLEI") and the Company,
dated as of October 15, 2021, as amended (the "Merger Agreement") other than
those conditions set forth in Article 7 of the Merger Agreement that by their
nature cannot be satisfied other than at the Closing (as defined in the Merger
Agreement) (such date, the "Pre-Closing Satisfaction Date") and (b) the date
that the winding up of the Company is effective. The Convertible Note does

not
bear interest.




Subject to the prior receipt of shareholder approval, and provided that the
Company has not deposited an amount equal to the unpaid principal of the
advances outstanding under the Convertible Note to an account designated for the
benefit of the Sponsor, then upon the occurrence of the Pre-Closing Satisfaction
Date the unpaid principal amount of advances under 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 of $2.50 per share (the "Equity
Conversion"), up to a maximum of 2,000,000 shares issued in the aggregate in
connection with the ongoing funding of the Company after the date of the
Convertible Note. In addition, following a notice of voluntary prepayment, the
Sponsor may cause the Equity Conversion to occur in certain circumstances.



In connection with the issuance of the Convertible Note, the Sponsor granted an
option to TRLEI to purchase any equity received by the Sponsor in the Equity
Conversion exercisable within 60 days following the Closing.



The foregoing summary of the Convertible Note is qualified in its entirety by
reference to the full text of the Convertible Note, a copy of which is filed
with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein
by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement or a Registrant.

The information disclosed under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 to the extent required herein.




Item 3.02   Unregistered Sales of Equity Securities.

The information disclosed under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required herein.




Item 9.01   Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being filed herewith:





10.1         Convertible Note, dated January 11, 2023 and issued to 26 Capital
           Holdings LLC.
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document).




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