| Item
7.01. |
Regulation
FD Disclosure. |
On
January 19, 2023, Broad Capital Acquisition Corp., a Delaware corporation (the “Company”), issued a press release
announcing that the Company entered into a definitive Agreement and Plan of Merger and Business Combination Agreement (the “Merger
Agreement”) with Openmarkets Group Pty Ltd, an Australian proprietary limited company (the “Target”), BMYG
OMG Pty Ltd, an Australian proprietary limited company (the “Shareholder”), and Broad Capital LLC, a Delaware limited
liability company (the “Indemnified Party Representative”), which press release is included as Exhibit 99.1 to this
Current Report on Form 8-K.
The
information in this Item 7.01, including Exhibit 99.1, is being furnished and will not be deemed to be filed for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities
of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Additional
Information and Where to Find It
The
Company intends to file a Proxy Statement with the SEC describing the Company’s initial business combination and other stockholder
approval matters for the consideration of the Company’s stockholders, which Proxy Statement will be delivered to its stockholders
once definitive. This document does not contain all the information that should be considered concerning the initial business combination
and the other stockholder approval matters and is not intended to form the basis of any investment decision or any other decision in
respect of the initial business combination and the other stockholder approval matters. The Company’s stockholders and other interested
persons are advised to read, when available, the Proxy Statement and the amendments thereto, if any, and other documents filed in connection
with the business combination and the other stockholder approval matters, as these materials will contain important information about
the Company, the Target, the initial business combination, and the other stockholder approval matters. When available, the Proxy Statement
and other relevant materials for the initial business combination and the other stockholder approval matters will be mailed to stockholders
of the Company as of a record date to be established for voting on the initial business combination and the other stockholder approval
matters. Stockholders will also be able to obtain copies of the Proxy Statement and other documents filed with the SEC, without charge,
once available, at the SEC’s website at www.sec.gov, or by directing a request to: Broad Capital Acquisition Corp., 5345 Annabel
Lane, Plano, TX 75093.
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 the business combination or any related
transactions and is not intended to and shall not constitute a solicitation of any vote of approval.
Participants
in Solicitation
The
Company and its directors and executive officers may be deemed participants in the solicitation of proxies from the Company’s stockholders
with respect to the initial business combination and related matters. A list of the names of those directors and executive officers and
a description of their interests in the Company is contained in the Company’s Registration Statement on Form S-1, as filed on August
19, 2021, as amended, which was filed with the SEC and is available free of charge at the SEC’s web site at www.sec.gov, or by
directing a request to Broad Capital Acquisition Corp., 5345 Annabel Lane, Plano, TX 75093. Additional information regarding the interests
of such participants will be contained in the Proxy Statement when available.
The
Target and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the Company’s
stockholders in connection with the initial business combination and related matters. A list of the names of such parties and information
regarding their interests in the initial business combination and related matters will be included in the Proxy Statement when available.
Forward-Looking
Statements
This
press release includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor
provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied
by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,”
“intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,”
“seem,” “seek,” “future,” “outlook,” “project,” “anticipate,”
“will likely result” and similar expressions that predict or indicate future events or trends or that are not statements
of historical matters. All statements, other than statements of present or historical fact included in this press release, including
those regarding the terms of the Company’s proposed business combination with the Target, the Company’s ability to consummate
the proposed transaction on the stated timeline, the Target’s use of proceeds from the proposed transaction, the benefits of the
transaction, anticipated timing of the proposed business combination, and the combined company’s future performance relative to
other similar companies, the combined company’s strategy, operations, growth plans and objectives of management, the growth of
the Target’s business sector, the Target’s market expansion, and the combined company’s future products and services
are forward-looking statements. These statements are based on various assumptions, whether or not identified in this press release, and
on the current expectations of the respective management of the Company and the Target and are not predictions of actual performance.
These
forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as,
a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult
or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company
or the Target. Potential risks and uncertainties that could cause the actual results to differ materially from those expressed or implied
by forward-looking statements include, but are not limited to, changes in domestic and foreign business, market, financial, political
and legal conditions; the inability of the parties to successfully or timely consummate the proposed business combination, including
the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely
affect the combined company or the expected benefits of the proposed business combination or that the approval of the stockholders of
the Company or the Target is not obtained; failure to realize the anticipated benefits of the proposed business combination; risk relating
to the uncertainty of the projected financial information with respect to the Target; the amount of redemption requests made by the Company’s
stockholders and the impact of such requests on the cash needs of the combined company; the overall level of consumer demand for the
Target’s products and services; general economic conditions and other factors affecting consumer confidence, preferences, and behavior;
disruption and volatility in the global currency, capital, and credit markets; the ability to maintain the listing of the Company’s
securities on NASDAQ; the Target’s ability to implement its business strategy; changes in governmental regulation, the Target’s
exposure to litigation, claims, and other loss contingencies; disruptions and other impacts to the Target’s business; stability
of the Target’s suppliers, as well as consumer demand for its products and services; the impact that global climate change trends
may have on the Target and its suppliers and customers; the Target’s ability to recruit and retain qualified personnel to deliver
their services; any breaches of, or interruptions in, the Target’s information systems; fluctuations in foreign currency; changes
in tax laws and liabilities, tariffs, legal, regulatory, political and economic risks. The foregoing list of potential risks and uncertainties
is not exhaustive. More information on potential factors that could affect the Company’s or the Target’s financial results
is included from time to time in the Company’s public reports filed with the SEC, including its Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q, and Current Reports on Form 8-K as well as the other documents the Company has filed, or will file, with the SEC,
including a proxy statements that the Company intends to file with the SEC in connection with the Company’s solicitation of proxies
for the meeting of shareholders to be held to approve, among other things, the proposed business combination. If any of these risks materialize
or the Company’s or the Target’s assumptions prove incorrect, actual results could differ materially from the results implied
by these forward-looking statements. There may be additional risks that neither the Company nor the Target presently know, or that the
Company and the Target currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect the Company’s and the Target’s expectations, plans or forecasts
of future events and views as of the date of this press release. Neither the Company nor the Target gives assurance that either the Company
or the Target, or the combined company, will achieve its expectations. The Company and the Target anticipate that subsequent events and
developments will cause their assessments to change. However, while the Company and the Target may elect to update these forward-looking
statements at some point in the future, the Company and the Target specifically disclaim any obligation to do so, except as required
by law. These forward-looking statements should not be relied upon as representing the Company’s or the Target’s assessments
as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking
statements.