26 Capital key investor seeks to remove Jason Ader as principal after failed Okada Manila merger deal

Jason Ader, the principal of 26 Capital Acquisition Corp, is allegedly being targeted by Zama Capital Master Fund, a major investor in the special purpose acquisition company (SPAC) after the proposal to merge with the operational companies of Okada Manila, a Philippines integrated resort, failed.

Zama Capital Master Fund requested a court order to remove Ader as managing member of 26 Capital Holdings, which oversaw the unsuccessful purchase, due to disagreements between the merger partners. This is in response to a separate case Schulte Roth & Zabel filed for $2 million against 26 Capital in relation to the merger agreement. That action resulted in a temporary restraining order that prevents 26 Capital from dissolving until a hearing is held.

In October 2021, news of the planned merger of 26 Capital with the Okada Manila companies—which intends to go public on the NASDAQ—was first publicized. Ader, meanwhile, filed a lawsuit against the Okada Manila companies in February, claiming breaches of the merger agreement and requesting a court order to enforce the merger due to several delays in the merger’s consummation.

Due to “various material breaches of the merger agreement and fraudulent conduct by 26 Capital” that were uncovered during the legal procedure, the Okada Manila companies terminated the merger agreement on June 30, 2023. Early in September, the Delaware court ruled that the merger was not required to proceed.

One of the reasons for the decision was 26 Capital’s failure to disclose that Alex Eiseman, the key counsel of the merger and the creator of the Zama Capital hedge fund, owned more than 60% of a 26 Capital subsidiary. The court characterized Eiseman’s involvement as “a conspiracy to mislead Universal.”

26 Capital announced its intention to liquidate on September 22.

Original story by: IAG