Blog: BROAD CAPITAL ACQUISITION CORP : Regulation FD Disclosure … – Marketscreener.com

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 http://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 http://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.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.


Exhibit No.   Description
99.1            Press Release dated January 19, 2023

104           The cover page from this Current Report on Form 8-K, formatted in
              Inline XBRL (included as Exhibit 101).

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