| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol 26 Capital Acquisition Corp. [ ADERW ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/25/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrants(1) | $11.5 | 02/25/2022 | P | V | 706,080 | (2) | (2) | Class A Common Stock | 706,080 | $0.48(3) | 706,080(4) | I(5) | See footnote(5) | ||
| Warrants(1) | $11.5 | 02/28/2022 | P | V | 238,794 | (2) | (2) | Class A Common Stock | 238,794 | $0.49(6) | 944,874(4) | I(5) | See footnote(5) | ||
| Warrants(1) | $11.5 | 03/01/2022 | P | V | 555,126 | (2) | (2) | Class A Common Stock | 555,126 | $0.49(7) | 1,500,000(4) | I(5) | See footnote(5) | ||
| Explanation of Responses: |
| 1. These are warrants included in the units sold in the Issuer's initial public offering. |
| 2. Each whole warrant is exercisable to purchase one share of the Issuer's Class A common stock, par value $0.0001 per share ("Class A Common Stock") at an exercise price of $11.50 during the period commencing on the later of (i) twelve months from the date of the closing of the Issuer's initial public offering or (ii) 30 days following the consummation of the Issuer's initial business combination (the "Business Combination"), and expiring on the fifth anniversary of the consummation of the Business Combination or earlier upon redemption or liquidation. |
| 3. Represents the weighted average purchase price of the warrants on such date. The warrants were acquired in multiple transactions at prices ranging from $0.38 per warrant to $0.50 per warrant. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of warrants acquired at each separate price within the ranges set forth in this footnote. |
| 4. This amount does not include the 7,500,000 private warrants beneficially owned by the reporting person. |
| 5. SpringOwl Special Opportunities Fund, LP ("SpringOwl") is the record holder of the securities reported herein. Jason Ader is both the General Partner and a Limited Partner of SpringOwl. Mr. Ader has voting and investment discretion with respect to the securities held of record by SpringOwl and as such, may be deemed to have beneficial ownership of such securities. Mr. Ader disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
| 6. Represents the weighted average purchase price of the warrants on such date. The warrants were acquired in multiple transactions at prices ranging from $0.46 per warrant to $0.50 per warrant. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of warrants acquired at each separate price within the ranges set forth in this footnote. |
| 7. Represents the weighted average purchase price of the warrants on such date. The warrants were acquired in multiple transactions at prices ranging from $0.50 per warrant to $0.52 per warrant. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of warrants acquired at each separate price within the ranges set forth in this footnote. |
| /s/ Jason Ader | 03/01/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
