--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-23-064641" form_type: "8-K" ticker: null cik: "0001822912" company_name: "26 Capital Acquisition Corp." filed_at: "2023-08-08T23:59:59+00:00" generated_at: "2026-06-12T02:40:23.671309+00:00" event_type: "debt" sentiment: "neutral" materiality_score: 0.4 calibrated_materiality_score: 0.4 confidence: "high" source: SEC EDGAR --- # 26 Capital enters $1M convertible note with sponsor affiliate for working capital; borrows $560k ## Summary - Company issued up to $1M convertible note to Spring Owl Asset Management, an affiliate of sponsor 26 Capital Holdings. - Borrowings: $200k on July 19, $150k on July 25, $110k on Aug 3, $100k on Aug 8 under the new note. - Amended existing secured note with sponsor to terminate remaining $700k undrawn; max reduced from $2M to $1.3M. - Note may convert into Class A common stock at 30-day avg closing price upon merger close, subject to shareholder approval. - Proceeds support fees, expenses, and general corporate purposes related to pending merger with Tiger Resort Asia (Okada Manila). ## SEC filing metadata - accession: 0001213900-23-064641 - form_type: 8-K - cik: 0001822912 - company_name: 26 Capital Acquisition Corp. - filed_at: 2023-08-08T23:59:59+00:00 - event_type: debt - sentiment: neutral - materiality_score: 0.4 - calibrated_materiality_score: 0.4 - confidence: high - sec_items: 1.01, 2.03, 3.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1822912/000121390023064641/0001213900-23-064641-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1822912/000121390023064641/ea183092-8k_26capital.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-23-064641 - JSON: https://secwatch.observer/filing/0001213900-23-064641.json - Plain text: https://secwatch.observer/filing/0001213900-23-064641.txt ## Key facts - Debt Financings 26 Capital Acquisition Corp. incurred convertible notes of $200,000, $150,000, $110,000 and $100,000 with Spring Owl Asset Management LLC. - Instrument: convertible notes - Principal: $200,000, $150,000, $110,000 and $100,000 - Counterparty: Spring Owl Asset Management LLC - Event: incurrence source text: On July 19, 2023, July 25, 2023, August 3, 2023 and August 8, 2023, the Company borrowed $200,000, $150,000, $110,000 and $100,000, respectively available to it under the Convertible Note. evidence_url: https://www.sec.gov/Archives/edgar/data/1822912/000121390023064641/0001213900-23-064641-index.htm - Debt Financings 26 Capital Acquisition Corp. incurred convertible notes of up to an aggregate maximum amount of $1,000,000 with Spring Owl Asset Management LLC maturing upon the earliest to occur of (a) the satisfaction of all conditions set forth in Article 7 of that certain Agreement and Plan of Merger... (b) the date that th. - Instrument: convertible notes - Principal: up to an aggregate maximum amount of $1,000,000 - Counterparty: Spring Owl Asset Management LLC - Maturity: upon the earliest to occur of (a) the satisfaction of all conditions set forth in Article 7 of that certain Agreement and Plan of Merger... (b) the date that th - Event: incurrence source text: On August 2, 2023, 26 Capital Acquisition Corp. (the "Company") issued a convertible promissory note (the "Convertible Note") to Spring Owl Asset Management LLC (the "Payee"), an affiliate of 26 Capital Holdings LLC, the Company's sponsor (the "Sponsor"), pursuant to which the Company may borrow up to an aggregate maximum amount of $1,000,000 from the Payee to pay fees and expenses and for other general corporate purposes. evidence_url: https://www.sec.gov/Archives/edgar/data/1822912/000121390023064641/0001213900-23-064641-index.htm - Debt Financings 26 Capital Acquisition Corp. amended convertible notes. - Instrument: convertible notes - Event: amendment source text: on August 8, 2023, the Company entered into an amendment (the "Amendment") of the existing secured convertible promissory note (the "Secured Note") issued by the Company to the Sponsor, entered into on June 29, 2023, pursuant to such Amendment, the parties agreed to amend the Secured Note by terminating the remaining $700,000 of undrawn amounts available to the Company to borrow under the Secured Note. evidence_url: https://www.sec.gov/Archives/edgar/data/1822912/000121390023064641/0001213900-23-064641-index.htm - Material Agreements 26 Capital Acquisition Corp. entered into Convertible Note with Spring Owl Asset Management LLC valued at up to an aggregate maximum amount of $1,000,000 (effective 2023-08-02). - Action: entry - Agreement: credit facility - Counterparty: Spring Owl Asset Management LLC - Value: up to an aggregate maximum amount of $1,000,000 - Effective: 2023-08-02 source text: On August 2, 2023, 26 Capital Acquisition Corp. (the “Company”) issued a convertible promissory note (the “Convertible Note”) to Spring Owl Asset Management LLC (the “Payee”), an affiliate of 26 Capital Holdings LLC, the Company’s sponsor (the “Sponsor”), pursuant to which the Company may borrow up to an aggregate maximum amount of $1,000,000 from the Payee to pay fees and expenses and for other general corporate purposes. evidence_url: https://www.sec.gov/Archives/edgar/data/1822912/000121390023064641/0001213900-23-064641-index.htm - Material Agreements 26 Capital Acquisition Corp. amended Amendment with the Sponsor valued at terminating the remaining $700,000 of undrawn amounts (effective 2023-08-08). - Action: amendment - Agreement: credit facility - Counterparty: the Sponsor - Value: terminating the remaining $700,000 of undrawn amounts - Effective: 2023-08-08 source text: on August 8, 2023, the Company entered into an amendment (the “Amendment”) of the existing secured convertible promissory note (the “Secured Note”) issued by the Company to the Sponsor, entered into on June 29, 2023, pursuant to such Amendment, the parties agreed to amend the Secured Note by terminating the remaining $700,000 of undrawn amounts available to the Company to borrow under the Secured Note. evidence_url: https://www.sec.gov/Archives/edgar/data/1822912/000121390023064641/0001213900-23-064641-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.