Item 1.01. Entry into a Material Definitive Agreement.

On January 20, 2021, 26 Capital Acquisition Corp. (the "Company") consummated its initial public offering (the "IPO") of 27,500,000 units (the "Units"), including 3,750,000 Units issued pursuant to the exercise of the underwriters' over-allotment option. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share ("Class A Common Stock"), and one-half of one redeemable warrant of the Company ("Warrant"), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $275,000,000.

In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company's Registration Statement on Form S-1 (File Nos. 333-251682 and 333-252111) related to the IPO, originally filed with the U.S. Securities and Exchange Commission (the "Commission") on December 23, 2021 (as amended, the "Registration Statement"):





       ?   An Underwriting Agreement, dated January 14, 2021, by and among the
           Company and Cantor Fitzgerald & Co., a copy of which is attached as
           Exhibit 1.1 hereto and incorporated herein by reference.




       ?   A Warrant Agreement, dated January 14, 2021, by and between the Company
           and Continental Stock Transfer & Trust Company, as warrant agent, a
           copy of which is attached as Exhibit 4.1 hereto and incorporated herein
           by reference.




       ?   A Letter Agreement, dated January 14, 2021, by and among the Company,
           its officers, its directors and the Company's sponsor, 26 Capital
           Holdings LLC (the "Sponsor"), a copy of which is attached as Exhibit
           10.1 hereto and incorporated herein by reference.




       ?   An Investment Management Trust Agreement, dated January 14, 2021, by
           and between the Company and Continental Stock Transfer & Trust Company,
           as trustee, a copy of which is attached as Exhibit 10.2 hereto and
           incorporated herein by reference.




       ?   A Registration Rights Agreement, dated January 14, 2021, by and between
           the Company and certain security holders, a copy of which is attached
           as Exhibit 10.3 hereto and incorporated herein by reference.




       ?   An Administrative Support Agreement, dated January 14, 2021, by and
           between the Company and Sponsor, a copy of which is attached as Exhibit
           10.4 hereto and incorporated herein by reference.




       ?   A Private Placement Warrants Purchase Agreement, dated January 14, 2021
           (the "Private Placement Warrants Purchase Agreement"), by and between
           the Company and the Sponsor, a copy of which is attached as Exhibit
           10.5 hereto and incorporated herein by reference.

       ?   An Form of Indemnity Agreement, dated January 14, 2021, by and between
           the Company and each of its officers, and directors, a copy of which is
           attached as Exhibit 10.6 hereto and incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

Simultaneously with the closing of the IPO, pursuant to the Private Placement Warrants Purchase Agreement, the Company completed the private sale of an aggregate of 7,500,000 warrants (the "Private Placement Warrants") to the Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $7,500,000. The Private Placement Warrants are identical to the Warrants included in the Units sold as part of the Units in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.





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Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

On January 14, 2021, in connection with the IPO, the Company filed its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, effective the same day. The terms of the Amended and Restated Certificate of Incorporation are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 hereto and incorporated herein by reference.




Item 8.01. Other Events.

A total of $275,000,000, comprised of $267,500,000 of the proceeds from the IPO (which amount includes $9,625,000 of the underwriters' deferred discount) and $7,500,000 of the proceeds of the sale of the Private Placement Warrants, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes (less up to $100,000 interest to pay dissolution expenses), the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company's initial business combination, (ii) the redemption of any of the Company's public shares properly submitted in connection with a stockholder vote to amend the Company's amended and restated certificate of incorporation (a) to modify the substance or timing of its obligation to redeem 100% of the Company's public shares if it does not complete its initial business combination within 24 months from the closing of the IPO or (b) with respect to any other provision relating to stockholders' rights or pre-initial business combination activity and (iii) the redemption of the Company's public shares if it is unable to complete its initial business combination within 24 months from the closing of the IPO, subject to applicable law.

On January 14, 2021, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

On January 20, 2021, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits

The following exhibits are being filed herewith:





Exhibit No.    Description

1.1             Underwriting Agreement, dated January 14, 2021, by and between the
              Company and Cantor Fitzgerald & Co.

3.1             Amended and Restated Certificate of Incorporation.

4.1             Warrant Agreement, dated January 14, 2021, by and between the Company
              and Continental Stock Transfer & Trust Company, as warrant agent.

10.1            Letter Agreement, dated January 14, 2021, by and among the Company,
              its officers and directors and the Sponsor.

10.2            Investment Management Trust Agreement, dated January 14, 2021, by and
              between the Company and Continental Stock Transfer & Trust Company, as
              trustee.

10.3            Registration Rights Agreement, dated January 14, 2021, by and between
              the Company and certain security holders.

10.4            Administrative Support Agreement, dated January 14, 2021, by and
              between the Company and Sponsor.

10.5            Private Placement Warrants Purchase Agreement, dated January 14,
              2021, by and between the Company and the Sponsor.

10.6            Form of Indemnity Agreement, dated July 14, 2021, by and between the
              Company and each of its officers and directors.

99.1            Press Release, dated January 14, 2021.

99.2            Press Release, dated January 20, 2021.




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