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Broad Capital Acquisition Corp. – ‘8-K’ for 1/10/23 – ‘EX-3.1’

On:  Friday, 1/13/23, at 9:01pm ET   ·   As of:  1/17/23   ·   For:  1/10/23   ·   Accession #:  1493152-23-1495   ·   File #:  1-41212

Previous ‘8-K’:  ‘8-K’ on 1/6/23 for 1/5/23   ·   Next:  ‘8-K’ on / for 1/19/23   ·   Latest:  ‘8-K’ on 4/17/24 for 4/11/24   ·   8 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/17/23  Broad Capital Acquisition Corp.   8-K:1,3,5,7 1/10/23   14:357K                                   M2 Compliance LLC/FA

Current Report   —   Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     72K 
 2: EX-3.1      Articles of Incorporation/Organization or Bylaws    HTML     14K 
 3: EX-10.1     Material Contract                                   HTML     31K 
 4: EX-99.1     Miscellaneous Exhibit                               HTML     12K 
 9: R1          Cover                                               HTML     55K 
12: XML         IDEA XML File -- Filing Summary                      XML     13K 
10: XML         XBRL Instance -- form8-k_htm                         XML     23K 
11: EXCEL       IDEA Workbook of Financial Reports                  XLSX      8K 
 6: EX-101.DEF  Inline XBRL Taxonomy Extension Definition Linkbase   XML     75K 
                Document -- brac-20230110_def                                    
 7: EX-101.LAB  Inline XBRL Taxonomy Extension Label Linkbase        XML    105K 
                Document -- brac-20230110_lab                                    
 8: EX-101.PRE  Inline XBRL Taxonomy Extension Presentation          XML     72K 
                Linkbase Document -- brac-20230110_pre                           
 5: EX-101.SCH  Inline XBRL Taxonomy Extension Schema Document --    XSD     16K 
                brac-20230110                                                    
13: JSON        XBRL Instance as JSON Data -- MetaLinks               27±    38K 
14: ZIP         XBRL Zipped Folder -- 0001493152-23-001495-xbrl      Zip     36K 


‘EX-3.1’   —   Articles of Incorporation/Organization or Bylaws


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 

Exhibit 3.1

 

FIRST AMENDMENT TO THE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF

BROAD CAPITAL ACQUISITION CORPORATION

 

Pursuant to Section 242 of the Delaware General Corporation Law

 

BROAD CAPITAL ACQUISITION CORPORATION (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows:

 

  1. The name of the Corporation is Broad Capital Acquisition Corporation. The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on April 16, 2021 (the “Original Certificate”). An Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on January 10, 2022 (the “Amended and Restated Certificate of Incorporation).
     
  2. This Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation of the Corporation.
     
  3. This Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of 65% of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”).
     
  4. Section 9.1(c) is hereby added to Article IX as follows:

 

    (c) In the event that the Corporation has not consummated an initial Business Combination within 12 months from the date of the closing of the Offering, upon the Sponsor’s request, the Corporation may extend the period of time to consummate a Business Combination by an additional nine months, provided that (i) the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account an additional $0.0625 per share for each such one-month extension until October 13, 2023, unless the Closing of the Company’s initial business combination shall have occurred for such extension in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a Business Combination and (ii) the procedures relating to any such extension, as set forth in the Trust Agreement, shall have been complied with. The gross proceeds from the issuance of such promissory note(s) shall be held in the Trust Account and used to fund the redemption of the Offering Shares in accordance with Section 9.2.

 

IN WITNESS WHEREOF, Broad Capital Acquisition Corporation has caused this Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of this 11th day of January 2023.

 

  BROAD CAPITAL ACQUISITION CORPORATION
     
  By: /s/ Johann Tse
  Name: Johann Tse
  Title: Chief Executive Officer

 

 C: 
 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
10/13/23
Filed as of:1/17/23425
Filed on:1/13/23425
For Period end:1/10/23
1/10/228-A12B,  8-A12B/A,  8-K,  CERT,  EFFECT
4/16/21
 List all Filings 


8 Subsequent Filings that Reference this Filing

  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
 3/14/24  Broad Capital Acquisition Corp.   10-K       12/31/23   41:4M                                     M2 Compliance LLC/FA
 1/16/24  Broad Capital Acq Pty Ltd.        S-4/A                 65:19M                                    M2 Compliance LLC/FA
11/13/23  Broad Capital Acq Pty Ltd.        S-4/A                 66:34M                                    M2 Compliance LLC/FA
 8/07/23  Broad Capital Acq Pty Ltd.        S-4                   46:21M                                    M2 Compliance LLC/FA
 3/27/23  Broad Capital Acq Pty Ltd.        DRS8/07/23    1:8.5M                                   M2 Compliance LLC/FA
 3/17/23  Broad Capital Acquisition Corp.   10-K       12/31/22   43:3.6M                                   M2 Compliance LLC/FA
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Filing Submission 0001493152-23-001495   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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