Item 8.01. Other Events.
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.
Item 9.01. Exhibits.
Exhibit Number Description of Exhibit
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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