UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Broad Capital Acquisition Corp., a Delaware corporation (the “Company”), will deposit no later than January 13, 2024, the amount of $60,000 into the trust account of the Company (the “Trust Account”), which enables the Company to further extend the period of time it has to consummate its initial business combination by one month from January 13, 2024, to February 13, 2024, (the “February Extension”). The February Extension is the first of up to twelve monthly extensions permitted under the Company’s amended and restated certificate of incorporation, as amended (the “Charter”) filed with the Office of the Secretary of State of Delaware following stockholder approval of the Extension Amendment, as defined below, at the Company’s Special Meeting of Stockholders held on January 8, 2024, discussed in Items 5.03 and 5.07 of this report. As amended, the required payment for each monthly extension period shall constitute the deposit by Broad Capital LLC (or its affiliates or permitted designees) into the Trust Account of $60,000 for each such one-month extension beginning on January 13, 2024 until January 13, 2025, unless the closing of the Company’s initial business combination shall have occurred (the “Adjusted Monthly Extension Loan”) in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination.
Item 5.03. Amendments to Articles of Incorporation or Bylaws.
On January 8, 2024, the Company held a Special Meeting of Stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved an amendment to the Company’s Charter, as further amended on January 11, 2023 and June 12, 2023 (the “Extension Amendment Proposal”), (a) to extend the date by which we have to consummate a business combination from January 13, 2024 (the “ Termination Date”) by up to twelve (12) one-month extensions to January 13, 2025 (the “Extended Date”) and (b) to decrease the monthly extension fee from $150,000 (the “Monthly Extension Loan”) to the Adjusted Monthly Extension Loan commencing on January 13, 2024. The Company filed the amendment to the Company’s Charter with the Office of the Secretary of State of Delaware on January 9, 2024, a copy of which is attached as Exhibit 3.1 to this report and is incorporated by reference herein.
The Company also amended the Company’s investment management trust agreement (the “Trust Agreement”), dated as of January 10, 2022, as amended on January 10, 2023 and June 12, 2023, by and between the Company and Continental Stock Transfer & Trust Company, allowing the Company to reduce the amount of the Monthly Extension Loan to $60,000 for each one-month extension beginning on January 13, 2024 until January 13, 2025, to extend the Termination Date for an additional twelve (12) one-month extensions until January 13, 2025, to require Continental Stock Transfer & Trust Company to invest funds in an interest-bearing demand deposit account, and to update certain defined terms in the Trust Agreement (the “Trust Amendment Proposal”), a copy of which Amendment No. 3 to the Investment Management Trust Agreement is attached as Exhibit 10.1 to this report and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Meeting, the Company’s stockholders approved the Extension Amendment Proposal to (i) reduce the monthly extension fee to $60,000 for each such one-month extension commencing on January 13, 2024, and (ii) extend the Termination Date by up to twelve (12) one-month extensions to January 13, 2025 (or such earlier date as determined by the Company’s Board of Directors).
The final voting results for the Extension Amendment Proposal were as follows:
| For | Against | Abstain | ||
| 5,368,430 | 793,757 | 0 |
Also at the Meeting, the Company’s stockholders approved the Trust Amendment Proposal to amend the Company’s Trust Agreement, allowing the Company to extend the business combination period from January 13, 2024 to January 13, 2025, reduce the monthly extension fee, require Continental Stock Transfer & Trust Company to invest funds in an interest-bearing demand deposit account, and update certain defined terms in the Trust Agreement.
The final voting results for the Trust Agreement Proposal were as follows:
| For | Against | Abstain | ||
| 5,368,430 | 793,757 | 0 |
Stockholders holding 2,804,919 shares of common stock exercised their right to redeem their shares for cash at an approximate price of $11.23 per share of the funds in the Trust Account. As a result, approximately $31.5 million will be removed from the Trust Account to pay such holders.
Following the redemption, the Company’s remaining shares of common stock outstanding were 1,717,663. The Company must deposit into the Trust Account $60,000 for each monthly extension period (commencing on January 13, 2024 and ending on January 13, 2025, unless the closing of the Company’s initial business combination shall have occurred).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Third Amendment to the Amended and Restated Certificate of Incorporation | |
| 10.1 | Amendment No. 3 to the Investment Management Trust Agreement | |
| 104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BROAD CAPITAL ACQUISITION CORP. | ||
| Date: January 12, 2024 | By: | /s/ Johann Tse |
Johann Tse Chief Executive Officer | ||