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): January 613, 2025

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 3 2.0103 ~~Notice~~Creation of ~~Delisting~~a orDirect ~~Failure~~Financial toObligation ~~Satisfy~~or ~~Continued~~an ~~Listing~~Obligation ~~Rule~~under oran ~~Standard;~~Off-Balance ~~Transfer~~Sheet Arrangement of ~~Listing~~a Registrant.

On January 616, 2025, Broad Capital Acquisition Corp., a Delaware corporation (the “Company”), ~~received~~caused ato ~~letter~~be deposited the amount of $3,036.48 into the trust account of the Company (the “~~Letter~~Trust Account”), ~~from~~which enables the ~~listing~~Company ~~qualifications~~to ~~department~~further ~~staff~~extend (the ~~“Staff”)~~period of ~~The~~time ~~Nasdaq~~it ~~Stock~~has ~~Market~~to consummate its initial business combination by one month from January 13, 2025, to February 13, 2025, (the “~~Nasdaq~~February Extension”). ~~indicating~~The ~~that~~February Extension is the ~~Company was~~first ~~not~~of inup ~~compliance~~to ~~with~~twelve ~~Nasdaq~~monthly extensions permitted under the Company’s ~~Listing~~amended ~~Rule~~and ~~5450(b)(2)(B)~~restated certificate of incorporation, as amended (the “~~Rule~~Charter”) ~~because~~following stockholder approval of the ~~Company~~Charter ~~has~~Amendment ~~not~~Proposal, as defined below, at the Company’s Special Meeting of ~~December 31~~Stockholders held on January 13, ~~2024~~2025, ~~maintained~~discussed ain ~~minimum~~Items 5.03 and 5.07 of 1this report. As amended,~~100~~ the required payment for each monthly extension period shall constitute the deposit by Broad Capital LLC (or its affiliates or permitted designees) into the Trust Account the lesser of (x) $40,000 ~~publicly~~and ~~held~~(y) an aggregate amount equal to $0.03 multiplied by the number of shares of the Company’s Common Stock, aspar ~~required~~value ~~under~~$0.000001 per share (“Public Shares”) that are not redeemed in connection with the ~~Nasdaq~~stockholder ~~continued~~vote ~~listing~~to ~~standards~~approve the Charter Amendment Proposal for ~~The~~each ~~Nasdaq~~such one-month extension, ~~Global~~in ~~Market~~each case to be deposited into the Trust Account prior to the then-current deadline to complete an initial business combination (the “Adjusted Monthly Extension Loan”), unless the closing of the Company’s initial business combination shall have occurred, in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination.

~~Under~~Item ~~Nasdaq Listing Rules, the Company has 45 calendar days or until February 20, 2025 to submit a plan to regain compliance with Rule 5450(b)(2)(B)~~5. ~~If the Staff accepts the plan, the Staff may grant the Company an extension up to 180 calendar days from the date of the Letter to regain compliance~~03. ~~The~~Amendments ~~Company intends~~ to ~~submit~~Articles ~~a plan~~ of ~~compliance~~Incorporation ~~(the “Plan”) to Nasdaq on~~ or ~~before February 20, 2025, where it will request an extension of the compliance period to regain compliance with Rule 5450(b)(2)(B) from 45 calendar days to 180 calendar days~~Bylaws. If the Plan is not accepted by the Staff, the Company may appeal that decision to a Hearings Panel in accordance with Rule 5815(a). However, there can be no assurance that such appeal would be successful.

~~Cautionary~~On ~~Statement~~January ~~Regarding~~13, ~~Forward~~2025, the Company held a Special Meeting of Stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved an amendment to the Company’s Charter, as further amended on January 11, 2023, June 12, 2023 and January 13, 2024 (the “Charter Amendment Proposal”), (a) to extend the date by which we have to consummate a business combination from January 13, 2025 (the “ Termination Date”) by up to twelve (12) one-~~Looking~~month ~~Statements~~extensions to January 13, 2026 (the “Extended Date”) and (b) to decrease the monthly extension fee from $60,000 (the “Monthly Extension Loan”) to the Adjusted Monthly Extension Loan commencing on January 13, 2025. The Company will file the amendment to the Company’s Charter with the Office of the Secretary of State of Delaware a copy of which is attached as Exhibit 3.1 to this report and is incorporated by reference herein.

~~This~~The ~~Current~~Company ~~Report~~also onamended ~~Form~~the ~~8-K~~Company’s ~~includes~~investment ~~forward-looking~~management ~~statements~~trust ~~within~~agreement (the ~~meaning~~“Trust Agreement”), dated as of ~~Section~~January ~~27A~~10, of2022, ~~the~~as ~~Securities~~amended ~~Act~~on ofJanuary ~~1933~~10, as2023, ~~amended~~June 12, 2023 and ~~Section~~January ~~21E~~8, of2024, by and between the ~~Securities~~Company ~~Exchange~~and ~~Act~~Continental Stock ofTransfer ~~1934~~& Trust Company, asallowing ~~amended.~~the ~~All~~Company ~~statements~~to ~~contained~~reduce inthe ~~this~~amount ~~Current~~of ~~Report~~the onMonthly ~~Form~~Extension ~~8-K~~Loan ~~that~~to the Adjusted Monthly Extension doLoan ~~not~~for ~~relate~~each toone-month ~~matters~~extension ofbeginning ~~historical~~on ~~fact~~January ~~should~~13, be2025 ~~considered~~until ~~forward-looking~~January ~~statements~~13, ~~including~~2026, ~~but~~to ~~not~~extend ~~limited~~the ~~to,~~Termination ~~statements~~Date for an additional ~~regarding~~twelve ~~the~~(12) ~~Company’s~~one-month ~~ability~~extensions until January 13, 2026, to ~~regain~~require ~~compliance~~Continental ~~with~~Stock ~~the~~Transfer ~~Rule;~~& ~~the~~Trust Company’s ~~intent~~ to ~~monitor~~invest ~~its~~funds ~~publicly~~in an ~~held~~interest-bearing ~~shares~~ demand deposit account, and ~~take~~to ~~all~~update ~~reasonable~~certain ~~measures~~defined ~~available~~terms toin the ~~Company~~Trust ~~for~~Agreement ~~continued~~(the ~~listing~~“Trust onAmendment Proposal”), ~~The~~a ~~Nasdaq~~copy ~~Global~~of ~~Market;~~which ~~and~~Amendment No. 4 to the ~~Company’s success~~Trust inAgreement ~~appealing~~is ~~any~~attached ~~delisting~~as ~~determination~~Exhibit 10.1 to this report and is incorporated by reference herein.

InItem some cases, you can identify forward-looking statements by terminology such as “outlook,” “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “potential,” “positioned,” “seek,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words5. Forward-looking statements involve known and unknown risks, uncertainties and assumptions which may cause actual results to differ materially from any results expressed or implied by any forward-looking statement, including, but not limited to, the Company’s ability to regain compliance with the Nasdaq Listing Rule; and the other important factors outlined under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 14, 2024, as such factors may be updated from time to time in its other filings with the SEC, which are available on the SEC’s website at www07.~~sec.gov.~~ ~~Although the~~Submission ~~Company~~of ~~believes~~Matters ~~that the expectations reflected in its forward-looking statements are reasonable, it cannot guarantee future results. The Company has no obligation, and does not undertake any obligation,~~ to ~~update~~a orVote ~~revise any forward-looking statement made in this Current Report on Form 8-K to reflect changes since the date~~ of ~~this~~Security ~~Current Report on Form 8-K, except as may be required by law~~Holders.

At the Meeting, the Company’s stockholders approved the Charter Amendment Proposal to (i) reduce the monthly extension fee to the Adjusted Monthly Extension Loan for each such one-month extension commencing on January 13, 2025, and (ii) extend the Termination Date by up to twelve (12) one-month extensions to January 13, 2026 (or such earlier date as determined by the Company’s Board of Directors).

The final voting results for the Charter Amendment Proposal were as follows:

For		Against		Abstain
3,723,827		1,176		0

Also at the Meeting, the Company’s stockholders approved the Trust Amendment Proposal to amend the Company’s Trust Agreement, allowing the Company to extend the business combination period from January 13, 2025, to January 13, 2026, reduce the monthly extension fee, require Continental Stock Transfer & Trust Company to maintain the funds in the Trust Account in cash in an interest-bearing demand deposit account at a bank, and update certain defined terms in the Trust Agreement.

The final voting results for the Trust Amendment Proposal were as follows:

For		Against		Abstain
3,723,927		1,076		0

Stockholders holding 1,616,447 shares of common stock exercised their right to redeem their shares for cash at an approximate price of $11.96 per share of the funds in the Trust Account. As a result, approximately $19.3 million will be removed from the Trust Account to pay such holders.

Following the redemption, the Company’s remaining shares of common stock outstanding were 101,216. The Company must deposit into the Trust Account $3,036.48 for each monthly extension period (commencing on January 13, 2025 and ending on January 13, 2026, unless the closing of the Company’s initial business combination shall have occurred).

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

3.1		Fourth Amendment to the Amended and Restated Certificate of Incorporation

10.1		Amendment No. 4 to the Investment Management Trust Agreement

104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

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: January 10, 2025	By:	/s/ Johann Tse
Date: January 17, 2025	By:	/s/ Johann Tse
		Johann Tse Chief Executive Officer

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