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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/13/23 Broad Capital Acq Pty Ltd. S-4/A 66:34M M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size
1: S-4/A Pre-Effective Amendment to Registration Statement HTML 9.91M
- Securities for a Merger
2: EX-10.10 Material Contract HTML 2.91M
3: EX-10.11 Material Contract HTML 147K
4: EX-10.12 Material Contract HTML 740K
5: EX-10.12J Material Contract HTML 71K
6: EX-10.12K Material Contract HTML 43K
7: EX-10.13 Material Contract HTML 407K
8: EX-10.14 Material Contract HTML 663K
9: EX-10.15 Material Contract HTML 184K
10: EX-10.16 Material Contract HTML 601K
11: EX-10.17 Material Contract HTML 333K
12: EX-10.18 Material Contract HTML 181K
13: EX-10.19 Material Contract HTML 1.67M
14: EX-10.20 Material Contract HTML 260K
15: EX-10.20A Material Contract HTML 22K
16: EX-10.21 Material Contract HTML 352K
17: EX-10.22 Material Contract HTML 287K
18: EX-10.23 Material Contract HTML 206K
19: EX-10.24 Material Contract HTML 126K
20: EX-10.25 Material Contract HTML 208K
21: EX-10.26 Material Contract HTML 175K
22: EX-10.27 Material Contract HTML 1.36M
23: EX-10.28 Material Contract HTML 1.46M
24: EX-10.29 Material Contract HTML 67K
25: EX-10.29A Material Contract HTML 48K
26: EX-23.1 Consent of Expert or Counsel HTML 18K
27: EX-23.2 Consent of Expert or Counsel HTML 19K
28: EX-23.3 Consent of Expert or Counsel HTML 18K
34: R1 Cover HTML 50K
35: R2 Balance Sheets HTML 110K
36: R3 Balance Sheets (Parenthetical) HTML 47K
37: R4 Statements of Operations HTML 76K
38: R5 Statements of Changes in Stockholders' Deficit HTML 94K
39: R6 Statements of Changes in Stockholders' Deficit HTML 24K
(Parenthetical)
40: R7 Statements of Cash Flows HTML 103K
41: R8 Description of Organization, Business Operations HTML 132K
42: R9 Summary of Significant Accounting Policies HTML 90K
43: R10 Initial Public Offering HTML 35K
44: R11 Private Placement HTML 36K
45: R12 Related Party Transactions HTML 63K
46: R13 Commitments and Contingencies HTML 44K
47: R14 Stockholders? Deficit HTML 43K
48: R15 Subsequent Events HTML 39K
49: R16 Summary of Significant Accounting Policies HTML 114K
(Policies)
50: R17 Summary of Significant Accounting Policies HTML 48K
(Tables)
51: R18 Description of Organization, Business Operations HTML 140K
(Details Narrative)
52: R19 Schedule of Income Tax Provision (Details) HTML 36K
53: R20 Schedule of Deferred Tax Assets and Liabilities HTML 35K
(Details)
54: R21 Schedule of Reconciliation of Income Tax Rate HTML 35K
(Details)
55: R22 Summary of Significant Accounting Policies HTML 40K
(Details Narrative)
56: R23 Initial Public Offering (Details Narrative) HTML 44K
57: R24 Private Placement (Details Narrative) HTML 43K
58: R25 Related Party Transactions (Details Narrative) HTML 104K
59: R26 Commitments and Contingencies (Details Narrative) HTML 44K
60: R27 Stockholders? Deficit (Details Narrative) HTML 49K
61: R28 Subsequent Events (Details Narrative) HTML 47K
64: XML IDEA XML File -- Filing Summary XML 76K
62: XML XBRL Instance -- forms-4a_htm XML 964K
63: EXCEL IDEA Workbook of Financial Report Info XLSX 90K
30: EX-101.CAL XBRL Calculations -- brac-20230630_cal XML 100K
31: EX-101.DEF XBRL Definitions -- brac-20230630_def XML 619K
32: EX-101.LAB XBRL Labels -- brac-20230630_lab XML 615K
33: EX-101.PRE XBRL Presentations -- brac-20230630_pre XML 593K
29: EX-101.SCH XBRL Schema -- brac-20230630 XSD 97K
65: JSON XBRL Instance as JSON Data -- MetaLinks 255± 384K
66: ZIP XBRL Zipped Folder -- 0001493152-23-040505-xbrl Zip 3.45M
Exhibit 10.12.J
DEED OF NOVATION
TRADEFLOOR FACILITY AGREEMENT
Enhanced Investments Pty Ltd (Continuing party)
TradeFloor Holdings Pty Ltd (Outgoing party)
Openmarkets Group Pty Ltd (New party)
THIS Deed is made on 12 October 2023
PARTIES
| Continuing Party | |
| Enhanced | Enhanced Investments Pty Ltd (ACN 639 583 930) of c/- Level 41, 55 Collins Street, Melbourne VIC 3000 |
| Outgoing Party | |
| TradeFloor Holdings | TradeFloor Holdings Pty Ltd (ACN 603 342 329) of Level 15, 388 George Street, Sydney NSW 2000 |
| New Party | |
| OMG | Openmarkets Group Pty Ltd (ACN 660 155 000) of Level 15, 388 George Street, Sydney NSW 2000 |
BACKGROUND
| A | TradeFloor Holdings is a party to a working capital facility agreement with Enhanced, dated May 15, 2020 as varied on 14 January 2021, 1 February 2022, 22 March 2022, 7 July 2022, 3 November 2022 (extending the maturity date of advances), 10 November 2022 and 20 April 2023 (extending maturity date of advances) (TradeFloor Facility Agreement). |
| B | Enhanced is an affiliate of TradeFloor Holdings and OMG on the basis that Mr. Gao is a director of the Seller, TradeFloor Holdings and Enhanced and will, by virtue of this relationships, be deemed to directly or indirectly have the power to Control each party. |
| C | Under the TradeFloor Facility Agreement, Enhanced has made available to TradeFloor Holdings up to A$18.7 million, to use for working capital purposes (TradeFloor Facility). |
| D | As at June 30, 2023, the TradeFloor Facility was A$19.8 million. |
| E | The parties to this deed have agreed that, as and from 12 October 2023 (Effective Date), the rights and obligations of the Outgoing Party under the TradeFloor Facility will be novated to the New Party, on the terms and conditions of this deed. |
| 1 | Page |
AGREED TERMS
| 1 | INTERPRETATION |
| 1.1 | Interpretation |
In this deed unless the contrary is expressly provided:
| (a) | headings are for ease of reference only and do not affect the meaning of this deed; | |
| (b) | the singular includes the plural and vice versa; | |
| (c) | other grammatical forms of defined words or expressions have corresponding meanings; | |
| (d) | a reference to a clause, paragraph, schedule or annexure is a reference to a clause or paragraph of or schedule or annexure to this deed and a reference to this deed includes any schedules and annexures; | |
| (e) | a reference to a document or agreement, including this deed, includes a reference to that document or agreement as novated, altered or replaced from time to time; | |
| (f) | a reference to “dollar” or “$” is a reference to AUD currency; | |
| (g) | a reference to a specific time for the performance of an obligation is a reference to that time in the place where that obligation is to be performed; | |
| (h) | a reference to a party includes its executors, administrators, successors and permitted assigns; and | |
| (i) | words and expressions importing natural persons include partnerships, bodies corporate, associations, governments and governmental and local authorities and agencies. |
| 2 | Condition precedent |
The terms of this deed are conditional and only take effect upon the Effective Date.
| 3 | novation |
| 3.1 | Novation |
With effect on and from the Effective Date:
| (a) | the Outgoing Party novates to the New Party, and the New Party accepts and assumes, all the rights and obligations of the Outgoing Party under the TradeFloor Facility Agreement and the TradeFloor Facility; | |
| (b) | the New Party replaces the Outgoing Party as a party under the TradeFloor Facility as if the New Party had originally been a party to the TradeFloor Facility Agreement instead of the Outgoing Party; | |
| (c) | the Continuing Party agrees and accepts the New Party as a party to the TradeFloor Facility Agreement in the place of the Outgoing Party, and assumes obligations to, and grants rights to, the New Party which are identical to the obligations owed and the rights granted to the Outgoing Party under the TradeFloor Facility Agreement; and | |
| (d) | subject to the terms and conditions of this deed, the TradeFloor Facility Agreement take effect as an agreement on the same terms as agreed by the New Party and the Continuing Party, except that all the references to the Outgoing Party in the TradeFloor Facility Agreement will be read and construed as if they were reference to the New Party. |
| 2 | Page |
| 3.2 | Assumption of Rights and Obligations |
With effect on and from the Effective Date:
| (a) | the Outgoing Party absolutely and unconditionally assigns all of its right, title and interest under or in connection with the TradeFloor Facility Agreement to the New Party; | |
| (b) | the New Party must comply with the TradeFloor Facility Agreement and obtain the rights and powers and assumes all of the obligations and liabilities of the Outgoing Party under the TradeFloor Facility Agreement; and | |
| (c) | the Continuing Party must comply with the TradeFloor Facility Agreement on the basis that the New Party has replaced the Outgoing Party under it in accordance with this deed. |
| 4 | Release from the TradeFloor Facility Agreement |
| 4.1 | With effect on and from the Effective Date, the Continuing Party irrevocably releases the Outgoing Party from all future liabilities and obligations under the TradeFloor Facility Agreement. |
| 4.2 | For the avoidance of doubt, all actions, claims, disputes or proceedings arising against the Outgoing Party under or in connection with the TradeFloor Facility Agreement prior to the Effective Date shall not be affected by this deed. |
| 5 | Further assurance |
Within 10 Business Days from the date of this deed, the Continuing Party must, or allow the Outgoing Party to do everything necessary to enable it to release, amend, or otherwise change the security interest that has (or may have) been registered so that the Outgoing Party’s responsibilities are novated to the New Party.
| 6 | general |
| 6.1 | Entire Agreement |
This deed constitutes the entire agreement between the parties in relation to its subject matter. All prior discussions, undertakings, agreements, representations, warranties and indemnities in relation to that subject matter are replaced by this deed and have no further effect.
| 6.2 | Amendment |
This deed may not be amended or varied unless the amendment or variation is in writing and signed by all parties to this deed.
| 6.3 | Assignment |
No party may assign, transfer or otherwise deal with this deed or any right or obligation under this deed without the prior written consent of the other parties.
| 6.4 | Severability |
Part or all of the provisions of this deed that is illegal or unenforceable will be severed from this deed and will not affect the continued operation of the remaining provisions of this deed.
| 3 | Page |
| 6.5 | Waiver |
Waiver of any power or right under this deed:
| (a) | must be in writing signed by the party entitled to the benefit of that power or right; and | |
| (b) | is effective only to the extent as set out in that written waiver. |
| 6.6 | Further assurances |
Each party must do or cause to be done all things necessary or reasonably desirable to give full effect to this deed and the transactions contemplated by it (including, but not limited to, the execution of documents).
| 6.7 | Costs |
Each party must bear its own legal, accounting and other costs for the preparation and execution of this deed.
| 6.8 | Counterparts |
This deed may be executed in any number of counterparts and all counterparts taken together will constitute one document.
| 6.9 | Governing Law and Jurisdiction |
| (a) | This deed will be governed by and construed in accordance with the laws in force in the State of New South Wales, and each party submits to the non-exclusive jurisdiction of the courts of the State of New South Wales. |
| (b) | Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum. |
| 4 | Page |
SIGNING PAGE
Continuing party
Signed, sealed, and delivered by Enhanced Investments Pty Ltd (ACN 639 583 930) in accordance with section 127 of the Corporations Act 2001 (Cth):
|
||
| /s/ Songyu Gao | /s/ Ruihao Wei | |
| Director | Director/Company Secretary | |
| Songyu Gao | Ruihao Wei | |
| Name of Director | Name of Director/Company Secretary |
Outgoing party
Signed, sealed, and delivered by TradeFloor Holdings Pty Ltd (ACN 603 342 329) in accordance with section 127 of the Corporations Act 2001 (Cth):
|
||
| /s/ Ruihao Wei | /s/ Songyu Gao | |
| Director | Director | |
| Ruihao Wei | Songyu Gao | |
| Name of Director | Name of Director |
New party
Signed, sealed, and delivered by Openmarkets Group Pty Ltd (ACN 660 155 000) in accordance with section 127 of the Corporations Act 2001 (Cth):
|
||
| /s/ Naseema Sparks | /s/ Nick Hornstein | |
| Director | Company Secretary | |
| Naseema Sparks AM | Nick Hornstein | |
| Name of Director | Name of Company Secretary |
| 5 | Page |
| This ‘S-4/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 11/13/23 | None on these Dates | ||
| 6/30/23 | ||||
| 5/15/20 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/01/24 Broad Capital Acquisition Ltd. S-4/A 42:19M M2 Compliance LLC/FA 3/22/24 Broad Capital Acquisition Ltd. S-4/A 44:17M M2 Compliance LLC/FA 1/16/24 Broad Capital Acq Pty Ltd. S-4/A 65:19M M2 Compliance LLC/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/07/23 Broad Capital Acq Pty Ltd. S-4 46:21M M2 Compliance LLC/FA 6/12/23 Broad Capital Acquisition Corp. 8-K:2,5,9 6/09/23 13:334K M2 Compliance LLC/FA 1/24/23 Broad Capital Acquisition Corp. 8-K:1,9 1/18/23 12:1.3M M2 Compliance LLC/FA 1/17/23 Broad Capital Acquisition Corp. 8-K:1,3,5,7 1/10/23 14:357K M2 Compliance LLC/FA 1/14/22 Broad Capital Acquisition Corp. 8-K:1,3,5,8 1/10/22 11:991K M2 Compliance LLC/FA 10/22/21 Broad Capital Acquisition Corp. S-1/A 3:2.2M M2 Compliance LLC/FA 8/19/21 Broad Capital Acquisition Corp. S-1 25:3.4M M2 Compliance LLC/FA 7/06/21 Broad Capital Acquisition Corp. DRS¶ 8/19/21 8:3.1M M2 Compliance LLC/FA |