UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 12, 2024
Broad
Capital Acquisition Corp.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation)
| 001-41212 |
|
86-3382967 |
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
6208
Sandpebble Ct.,
Dallas,
TX 75254
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (469) 951-3088
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| |
☒ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
|
| |
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
|
| |
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
|
| |
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on Which Registered |
| Units,
each consisting of one share of Common Stock, par value $0.000001 per share, and one Right to acquire 1/10 of one share of Common
Stock |
|
BRACU |
|
The
Nasdaq Stock Market LLC |
| |
|
|
|
|
| Common
Stock included as part of the Units |
|
BRAC |
|
The
Nasdaq Stock Market LLC |
| |
|
|
|
|
| Rights
included as part of the Units |
|
BRACR |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
8.01. Other Events.
On
February 21, 2024, Broad Capital Acquisition Corp., a Delaware corporation (the “Company”), issued a press release
announcing that on February 12, 2024, it caused to be deposited $60,000 into the Company’s trust account for its public stockholders,
representing $0.035 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination
to March 13, 2024 (the “Monthly Extension”). The Monthly Extension is the second of the twelve monthly extensions permitted
under the Company’s Amended and Restated Certificate of Incorporation, as amended to date.
A
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| |
BROAD
CAPITAL ACQUISITION CORP. |
| |
|
|
| Date:
February 21, 2024 |
By: |
/s/
Johann Tse |
| |
|
Johann
Tse |
| |
|
Chief
Executive Officer |
Exhibit
99.1
Broad
Capital Acquisition Corp Confirms Funding to Extend Period to Consummate Initial Business Combination to March 13, 2024
Dallas,
Texas – February 21, 2024 — Broad Capital Acquisition Corp. (the “Company”) (NASDAQ: BRAC, BRACR,
BRACU), a special purpose acquisition company formed by Broad Capital LLC, today announced that on February 12, 2024 it caused to be
deposited $60,000 (the “Extension Payment”) into the Company’s trust account for its public stockholders, representing
$0.035 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination to March
13, 2024 (the “Monthly Extension”). The Monthly Extension is the second of the twelve monthly extensions permitted under
the Company’s Amended and Restated Certificate of Incorporation, as amended to date.
Business
Combination
On
January 18, 2023, the Company entered into a definitive Agreement and Plan of Merger and Business Combination Agreement, as amended (the
“Business Combination Agreement”), with Openmarkets Group Pty Ltd, an Australian proprietary limited company (“OMG”),
BMYG OMG Pty Ltd, an Australian proprietary limited company, and Broad Capital LLC, a Delaware limited liability company, solely in its
capacity as the Company’s sponsor, pursuant to which the Company will enact its initial business combination.
About
the Company
The
Company is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses. The Company is led by its Chief Executive Officer, Johann Tse.
About
OMG
OMG
is a leading Australian financial services technology group serving its various client groups—fintechs, dealer groups and private
wealth advisers, traders, and stockbrokers.
Additional
Information and Where to Find It
For
additional information on the proposed business combination, see the Company’s Current Report on Form 8-K filed with the U.S. Securities
and Exchange Commission (the “SEC”) on January 24, 2023 and its subsequent filings that reflect amendments to the Business
Combination Agreement. In connection with the business combination, the Company has filed relevant materials with the SEC, including
a Registration Statement on Form S-4 (including the joint proxy statement/prospectus contained therein, as amended, the “Registration
Statement”). Before making any voting decision, the Company’s stockholders are advised to read the Registration Statement,
the amendments thereto and any documents incorporated by reference therein, if any, filed in connection with the proposed business combination,
as these materials will contain important information about OMG and the Company and the proposed business combination. Promptly after
any SEC comments on the Registration Statement have been cleared, the Company will deliver a definitive proxy statement and a proxy card
to each stockholder entitled to vote at the meeting relating to the approval of the business combination and other proposals set forth
in the Registration Statement. The documents filed by the Company with the SEC may be obtained free of charge at the SEC’s website
at www.sec.gov, or by directing a request to Broad Capital Acquisition Corp., 6208 Sandpebble Ct., Dallas, TX 75254; Attn: Rita Jiang;
rita.jiang@brac-spac.com; tel. (646) 691-5047.
No
Offer or Solicitation
This
press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect
of the proposed business combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an
exemption therefrom.
Participants
in the Solicitation
The
Company, OMG, and their respective directors, executive officers, employees and other persons may be deemed to be participants in the
solicitation of proxies from the holders of shares of the Company’s common stock in respect of the proposed transaction described
herein. Information about the Company’s directors and executive officers and their ownership of the Company’s common stock
is set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Form 10-K”)
and the final prospectus dated January 11, 2022 (the “Prospectus”) filed with the SEC in connection with the Company’s
initial public offering, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of such filing. Other
information regarding the interests of the participants in the proxy solicitation are included in the Registration Statement pertaining
to the proposed transaction. These documents can be obtained free of charge from the sources indicated below.
Cautionary
Statement Regarding Forward Looking Statements
Certain
statements in this press release may be considered “forward-looking statements” within the meaning of the “safe harbor”
provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “target,”
“believe,” “expect,” “will,” “shall,” “may,” “anticipate,” “estimate,”
“would,” “positioned,” “future,” “forecast,” “intend,” “plan,”
“project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical
matters. Examples of forward-looking statements include, among others, statements made in this press release regarding the proposed transactions
contemplated by the Business Combination Agreement, integration plans, expected synergies and revenue opportunities, anticipated future
financial and operating performance and results, including estimates for growth, the expected management and governance of the combined
company and the expected timing of the business combination. Forward-looking statements are neither historical facts nor assurances of
future performance. Instead, they are based only on the Company and OMG managements’ current beliefs, expectations and assumptions.
Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances
that are difficult to predict and many of which are outside of our control. Actual results and outcomes may differ materially from those
indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors
that could cause actual results and outcomes to differ materially from those indicated in the forward-looking statements include, among
others, the following: (1) the occurrence of any event that could give rise to the termination of the Business Combination Agreement;
(2) the outcome of any legal proceedings that may be instituted against the Company, OMG, the combined company, or others following the
announcement of the business combination; (3) the inability to complete the business combination, including due to the failure to obtain
approval of the Company’s stockholders or to satisfy other conditions to closing in the Business Combination Agreement; (4) the
amount of redemption requests made by the Company’s stockholders; (5) changes to the proposed structure of the business combination
that may be required or appropriate as a result of applicable laws; (6) the ability to meet Nasdaq listing standards following the consummation
of the business combination; (7) the risk that the business combination disrupts current plans and operations of OMG as a result of the
announcement and consummation of the business combination; (8) the ability to recognize the anticipated benefits of the business combination,
which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably,
maintain relationships with third parties and partners and retain its management and key employees; (9) costs related to the business
combination; (10) changes in applicable laws or regulations; (11) the possibility that OMG or the combined company may be adversely affected
by other economic, business, regulatory, and/or competitive factors; (12) the availability of capital to support future operations and
OMG estimates of expenses; (13) changes in the assumptions underlying OMG’s expectations regarding its future business or business
model; and (14) other risks and uncertainties set forth in the Registration Statement filed with the SEC in connection with the business
combination, including those under “Risk Factors” therein, and other documents filed or to be filed from time to time with
the SEC by the Company.
A
further list and description of risks and uncertainties can be found in the Company’s Form 10-K and in the Registration Statement
filed with the SEC by the Company in connection with the proposed transaction, and other documents that the parties may file or furnish
with the SEC, which you are encouraged to read. Any forward-looking statement made by us in this press release is based only on information
currently available to the Company and OMG and speaks only as of the date on which it is made. The Company and OMG undertake no obligation
to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of
new information, future developments or otherwise, except as required by law. Forecasts and estimates regarding OMG’s industry
and end markets are based on sources the Company and OMG believe to be reliable, however there can be no assurance these forecasts and
estimates will prove accurate in whole or in part. Annualized, pro forma, projected and estimated numbers are used for illustrative purposes
only, are not forecasts and do not reflect actual results.
Contact:
Broad
Capital Acquisition Corp.
6208
Sandpebble Ct., Dallas, TX 75254
Johann
Tse, Chief Executive Officer
(469)
951-3088
Broad Capital Acquisition (NASDAQ:BRACU)
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