On
January 13, 2022, Broad Capital Acquisition Corp. (“Broad Capital”) consummated its initial public offering (the “IPO”).
In connection therewith, Broad Capital entered into an Investment Management Trust Agreement, dated January 10, 2022, by and between
Broad Capital and Continental Stock Transfer & Trust Company, as trustee (“Continental”) (the “Trust
Agreement”). A form of the Trust Agreement was initially filed as an exhibit to Broad Capital’s Registration Statement
on Form S-1 (File No. 333-258943) in connection with the IPO.
As
previously announced on Form 8-K on January 13, 2023, on January 10, 2023, at 10:30 a.m. ET, Broad Capital held a special meeting of
its stockholders pursuant to due notice (the “Special Meeting”). Broad Capital stockholders entitled to vote at the
Special Meeting cast their votes and approved an amendment to the Trust Agreement (the “Trust Amendment Proposal”),
pursuant to which the Trust Agreement was amended to extend the date on which Continental must liquidate the Trust Account established
in connection with the IPO (the “Trust Account”) if Broad Capital has not completed its initial business combination,
from January 13, 2022 to October 13, 2023 provided Broad Capital deposits $0.0625 per each Broad Capital share (the “Public
Shares”) per month extended.
Stockholders
of Broad Capital also approved the First Amendment to the Amended and Restated Certificate of Incorporation of Broad Capital at the Special
Meeting, giving Broad Capital the right to extend the date by which Broad Capital must (i) consummate a merger, capital share exchange,
asset acquisition, share purchase, reorganization or similar business combination involving Broad Capital and one or more businesses
(a “business combination”), (ii) cease its operations if it fails to complete such business combination, and (iii)
redeem or repurchase 100% of its common stock included as part of the units sold in the IPO from January 13, 2023 (the “Termination
Date”) by up to nine (9) one-month extensions to October 13, 2023 (the “Extension Amendment Proposal”).
In
connection with the approval of the Extension Amendment Proposal and the Trust Amendment Proposal at the Stockholders Meeting, holders
of 4,227,461 of the Public Shares exercised their right to redeem those shares for cash at an approximate price of $10.25 per share,
for an aggregate of approximately $43.35 million. Following the payment of the redemptions, the Trust Account had a balance of approximately
$60.83 million before the deposit of funds by Broad Capital as described in the following paragraph.
Deposit
of Extension Funds
As
previously announced on Form 8-K on January 13, 2023, in connection with approval of the Extension
Amendment Proposal, Broad Capital elected to exercise the first one month extension to the Termination Date, which extended its deadline
to complete its initial business combination from January 13, 2023 to February 13, 2023 and which gave Broad Capital additional time
to complete a business combination. Broad Capital caused $0.0625 per share for each Public Share outstanding after giving effect to the
redemptions disclosed above, or approximately $370,725.50, to be deposited in the Trust Account. Such funds were provided by Broad Capital’s
Sponsor, Broad Capital LLC or its designees pursuant to the Extension Loan described in the proxy statement dated December 28, 2022.
On
February 16, 2023, Broad Capital elected to exercise its second-month extension to the Termination Date, which extended its deadline
to complete its initial business combination from February 13, 2023 to March 13, 2023, by depositing $0.0625 per share for each Public
Share outstanding after giving effect to the redemptions disclosed above, or approximately $370,725.50, in the Trust Account.
On
March 10, 2023, Broad Capital elected to exercise its third-month extension to the Termination Date, which extended its deadline to complete
its initial business combination from March 13, 2023 to April 13, 2023, by depositing $0.0625 per share for each Public Share outstanding
after giving effect to the redemptions disclosed above, or approximately $370,725.50, in the Trust Account.
No
Offer or Solicitation
This
Current Report on Form 8-K is for informational purposes only and is not intended to and shall not constitute a proxy statement or the
solicitation of a proxy, consent or authorization with respect to any securities or in respect of an initial business combination or
PIPE financing and is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation
of an offer to buy or subscribe for any securities or a solicitation of any vote of approval, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
| Exhibit
Number |
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Description
of Exhibit |
| 104 |
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Cover
Page Interactive Data File (embedded within the Inline XBRL document) |