The Bottom Line First
26 Capital public shareholders were protected. When the Okada Manila merger could not close, the SPAC's trust mechanism returned capital to shareholders at $10.95 per share—above the $10 IPO price. This is exactly what SPAC trust structures are designed to do.
Jason Ader lost more money on this deal than any other investor. He invested his own capital alongside public shareholders and other investors.
Timeline: What Happened
IPO Completed
26 Capital Acquisition Corp. raised approximately $275 million at $10 per share. Funds held in trust for business combination.
Okada Manila Deal Announced
Merger agreement with Okada Manila (Philippines' largest casino) at $2.6 billion enterprise value. Deal would bring the resort public on Nasdaq.
Complex Disputes Emerge
Transaction involved disputes between counterparties, regulatory complexities across US/Philippines/Japan, and conflicts involving a deal adviser—though Zama Capital's investment was publicly disclosed in 26 Capital's 2021 SEC filings.
Delaware Court Ruling
Judge Laster ruled Universal Entertainment didn't have to complete the merger, citing what the court described as "improper conduct" by deal adviser Alex Eiseman (Zama Capital), which the judge called "a conspiracy to mislead."
Trust Distribution
With the deal unable to close, 26 Capital activated its trust mechanism. Shareholders received $10.95 per share—above IPO price.
Corporate Wind-Down
Chapter 11 filed for corporate entity to resolve remaining claims. This is a corporate proceeding—not a personal bankruptcy of Jason Ader.
Fact Check
Why the Deal Failed
The Okada Manila transaction was extraordinarily complex:
- Multiple jurisdictions: US, Philippines, Japan—each with different regulatory requirements
- Counterparty issues: Universal Entertainment had its own internal disputes
- Adviser situation: Zama Capital served as Universal's SPAC advisor. Zama's investment in 26 Capital was disclosed in 26 Capital's 2021 10-K SEC filing, a public document available to all parties
- Litigation during deal: Investor Harald McPike sued during the trial instead of signing a tolling agreement, which had the effect of undermining the transaction
About the Disclosure
Delaware Vice Chancellor Travis Laster made findings regarding Alex Eiseman (Zama Capital). The record shows:
- Public disclosure: Zama's investment was disclosed in 26 Capital's 2021 10-K SEC filing, a public document
- Universal's SPAC advisor: Zama advised Universal on this transaction
- Legal counsel: Schulte Roth & Zabel represented Zama and had access to transaction information
- Sophisticated parties: Universal's CFO Hans Vandersande, formerly of Deutsche Bank, testified in court that he was a SPAC expert. The disclosure was in a public SEC filing.
The Bankruptcy: Corporate, Not Personal
Critical distinction: The Chapter 11 filing is for 26 Capital Acquisition Corp.—a corporate entity. This is not a personal bankruptcy of Jason Ader.
Why file Chapter 11 after returning money to shareholders?
- Resolve remaining corporate claims in orderly process
- Wind down the SPAC entity properly
- Distribute any remaining assets
Chapter 11 is a standard corporate tool used by many companies. It has no implication of fraud.
Jason Ader's Position
"I was the single largest lender to 26 Capital. I invested so much of my own money trying to make this deal work that I became the company's biggest creditor. I lost more than anyone when the deal couldn't close. The SPAC structure did what it was designed to do—it protected public shareholders, who received more than their IPO price back. The deal failed because of extraordinary complexity, counterparty issues, and—as the Delaware court found—an adviser who engaged in a 'conspiracy to mislead.' I'm proud that shareholders were protected."