Exhibit
4.5


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12


OF
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


 


As
of December 31, 2021, Broad Capital Acquisition Corp. (“we,” “our,” “us” or the “Company”)
had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”): (i) its units, consisting of one share of common stock (as defined below) and one right (as defined below) (the “units”),
(ii) its common stock, $0.000001 par value per share (“common stock”), and (iii) its public rights, entitling the holder
thereof to receive one-tenth (1/10) of a share of common stock upon consummation of our initial business combination (the “rights”).


 


Pursuant
to our amended and restated certificate of incorporation, our authorized capital stock consists of 100,000,000 shares of common stock,
$0.000001 par value, and 1,000,000 shares of undesignated preferred stock, $0.000001 par value. The following description summarizes
the material terms of our capital stock and does not purport to be complete. It is subject to, and qualified in its entirety by reference
to, our amended and restated certificate of incorporation, our bylaws and our Rights Agreement, each of which is incorporated by reference
as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2021 (the “Report”) of which this Exhibit
4.5 is a part.


 


Defined
terms used herein but not otherwise defined shall have the meaning ascribed to such terms in the Report.


 


Units


 


Each
unit consists of one share of common stock and one right. Pursuant to the Rights Agreement, the holder of a right is entitled to receive
one-tenth (1/10) of a share of common stock upon consummation of our initial business combination.


 


Common
Stock


 


Common
stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of the common
stock will vote on all matters submitted to a vote of our stockholders, except as required by law. There is no cumulative voting with
respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors
can elect all of the directors. Our stockholders are entitled to receive ratable dividends when, as and if declared by the board of directors
out of funds legally available therefor.


 


We
will provide our stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial
business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of
two business days prior to the consummation of our initial business combination including interest earned on the funds held in the trust
account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations
described herein. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed
to waive their redemption rights with respect to any insider shares and placement shares and any public shares held by them in connection
with the completion of our initial business combination.


 



    	 



     


     


If
we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder,
together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate
of 15% of the shares of common stock sold in our initial public offering, which we refer to as the Excess Shares. However, we would not
be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business
combination. Our stockholders’ inability to redeem the Excess Shares will reduce their influence over our ability to complete our
initial business combination, and such stockholders could suffer a material loss in their investment if they sell such Excess Shares
on the open market. Additionally, such stockholders will not receive redemption distributions with respect to the Excess Shares if we
complete the initial business combination. And, as a result, such stockholders will continue to hold that number of shares exceeding
15% and, in order to dispose such shares would be required to sell their stock in open market transactions, potentially at a loss.


 


In
the event of a liquidation, dissolution or winding up of the company after an initial business combination, our stockholders are entitled
to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made
for each class of stock, if any, having preference over the common stock. Our stockholders have no preemptive or other subscription rights.
There are no sinking fund provisions applicable to the common stock, except that we will provide our stockholders with the opportunity
to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, upon
the completion of our initial business combination, subject to the limitations described in the Report.


 


Rights


 


Each
holder of a right will receive one-tenth (1/10) of one share of our common stock upon consummation of our initial business combination,
even if the holder of such right redeemed all common stock held by it in connection with the initial business combination. No additional
consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of an initial
business combination, as the consideration related thereto has been included in the unit purchase price paid for by investors in our
initial public offering. If we enter into a definitive agreement for a business combination in which we will not be the surviving entity,
the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of our common
stock will receive in the transaction, and each holder of a right will be required to affirmatively convert its rights in order to receive
the 1/10 share underlying each right (without paying any additional consideration) upon consummation of the business combination. More
specifically, the right holder will be required to indicate its election to convert the rights into underlying shares as well as to return
the original rights certificates to us.


 


If
we are unable to complete an initial business combination within the required time period and we liquidate the funds held in the trust
account, holders of rights will not receive any such funds with respect to their rights, nor will they receive any distribution from
our assets held outside of the trust account with respect to such rights, and the rights will expire worthless.


 


As
soon as practicable upon the consummation of our initial business combination, we will direct registered holders of the rights to return
their rights to our rights agent. Upon receipt of the rights, the rights agent will issue to the registered holder of such rights the
number of full common stock to which it is entitled. We will notify registered holders of the rights to deliver their rights to the rights
agent promptly upon consummation of such business combination and have been informed by the rights agent that the process of exchanging
their rights for common stock should take no more than a matter of days. The foregoing exchange of rights is solely ministerial in nature
and is not intended to provide us with any means of avoiding our obligation to issue the shares underlying the rights upon consummation
of our initial business combination. Other than confirming that the rights delivered by a registered holder are valid, we will have no
ability to avoid delivery of the shares underlying the rights. Nevertheless, there are no contractual penalties for failure to deliver
securities to the holders of the rights upon consummation of an initial business combination.


 


The
shares issuable upon conversion of the rights will be freely tradable (except to the extent held by affiliates of ours). We will not
issue fractional shares upon conversion of the rights. Fractional shares will be rounded down to the nearest whole share. As a result,
you must hold rights in multiples of 10 in order to receive shares for all of your rights upon closing of a business combination. If
we are unable to complete an initial business combination within the required time period and we liquidate the funds held in the trust
account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from
our assets held outside of the trust account with respect to such rights, and the rights will expire worthless. Further, there are no
contractual penalties for failure to deliver securities to the holders of the rights upon consummation of an initial business combination.
Accordingly, the rights may expire worthless.


 



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