Broad Capital Seeks SPAC Extension, Cuts Monthly Fees Amid Hunt for New Deal

TL;DR

**BRAC is bleeding public shares and cash with repeated extensions; this latest move is a desperate attempt to stay alive, but expect more redemptions.**

AI Summary

Broad Capital Acquisition Corp. (BRAC) is seeking stockholder approval to extend its deadline to complete a business combination from January 13, 2026, to July 13, 2027, via up to eighteen one-month extensions. This extension also includes a reduction in the monthly extension payment from $0.03 multiplied by the number of Public Shares to $0.02 multiplied by the number of non-redeemed Public Shares, to be deposited by the Sponsor. The company previously terminated a merger agreement with Openmarkets Group Pty Ltd (OMG) on February 12, 2025, and is actively seeking a new business combination candidate. Prior extensions have led to significant redemptions: 4,227,461 shares for approximately $43.35 million in January 2023, 1,409,026 shares for approximately $15.05 million in June 2023, 2,804,919 shares for approximately $31.5 million in January 2024, and 1,616,447 shares for approximately $19.3 million in January 2025. Following the January 2025 redemptions, only 101,216 public shares remained outstanding, with a total of 3,092,113 shares issued and outstanding as of the record date, including 2,539,767 insider shares and 451,130 private placement units. The estimated redemption price for public shares is currently $12.29 per share.

Why It Matters

This DEF 14A filing is critical for Broad Capital Acquisition Corp. investors as it directly impacts the SPAC's viability and timeline for a business combination. The proposed extension to July 13, 2027, and the reduced monthly extension fee from $0.03 to $0.02 per non-redeemed public share aim to preserve capital and provide more time to find a suitable target, especially after the termination of the OMG merger. For investors, repeated extensions and significant redemptions in prior votes (totaling over $109 million across four previous meetings) signal potential challenges in deal sourcing and maintaining investor confidence, placing BRAC in a highly competitive SPAC market where many struggle to close deals.

Risk Assessment

Risk Level: high — The risk level is high due to the company's history of significant redemptions and its failure to secure a business combination, evidenced by the termination of the OMG merger on February 12, 2025. Public shares outstanding have dwindled to 101,216 after the January 2025 redemptions, down from an initial IPO, indicating a substantial loss of public investor capital and trust. The need for multiple extensions and the reduction in extension fees highlight financial strain and difficulty in executing its core SPAC mission.

Analyst Insight

Investors should carefully consider the high redemption rate in previous extension votes and the termination of the OMG merger. Given the dwindling public share count and the ongoing search for a new target, investors should either redeem their shares at the anticipated $12.29 per share or be prepared for a highly speculative investment with significant uncertainty regarding a future business combination.

Financial Highlights

debt To Equity

N/A

revenue

N/A

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

$43.35 million

revenue Growth

N/A

Key Numbers

• $0.02 — New monthly extension payment per non-redeemed Public Share (Reduced from $0.03 per Public Share)
• July 13, 2027 — Extended business combination deadline (Extended from January 13, 2026)
• 101,216 — Remaining public shares outstanding (After January 13, 2025 redemptions)
• $12.29 — Anticipated per-share redemption price (Based on current Trust Account balance)
• 2,539,767 — Insider Shares owned by Sponsor and directors/officers (Significant portion of total outstanding shares)
• 451,130 — Private Placement Units owned by Sponsor (Purchased simultaneously with IPO)
• 3,092,113 — Total shares of common stock issued and outstanding (As of the record date, December 16, 2025)
• 65% — Required affirmative vote for Extension Amendment Proposal (Of outstanding common stock, including Insider Shares)

Key Players & Entities

• Broad Capital Acquisition Corp. (company) — Registrant seeking extension
• Openmarkets Group Pty Ltd (company) — Terminated merger partner
• Continental Stock Transfer & Trust Company (company) — Trustee for the Trust Agreement
• Johann Tse (person) — Chief Executive Officer of Broad Capital Acquisition Corp.
• Broad Capital LLC (company) — Company's sponsor
• BMYG OMG Pty Ltd (company) — Party in the terminated merger agreement
• SEC (regulator) — Securities and Exchange Commission

FAQ

Risk Factors

• High Redemption Risk [high — financial]: The company has experienced significant redemptions in previous extension periods, with 4,227,461 shares redeemed in Jan 2023, 1,409,026 in June 2023, 2,804,919 in Jan 2024, and 1,616,447 in Jan 2025. This trend indicates a strong preference by public shareholders to exit, potentially depleting the trust account and hindering future business combinations.
• Extended Deadline and Sponsor Funding [medium — financial]: The proposed extension to July 13, 2027, requires the Sponsor to deposit funds for monthly extensions, reduced to $0.02 per non-redeemed public share. With only 101,216 public shares remaining after January 2025 redemptions, the total sponsor contribution for extensions will be significantly lower than in prior periods, but the extended timeline increases the risk of further market volatility impacting a potential deal.
• Failure to Complete Business Combination [high — operational]: The company has terminated a prior merger agreement with Openmarkets Group Pty Ltd and is actively seeking a new candidate. Failure to identify and close a business combination by the extended deadline of July 13, 2027, will result in the liquidation of the company and redemption of remaining public shares.
• Limited Time for New Business Combination [medium — market]: Despite the extension to July 13, 2027, the company has a limited window to identify, negotiate, and close a new business combination, especially given the significant redemptions and the need to satisfy remaining public shareholders. The market conditions for SPACs have been challenging, increasing the difficulty of finding a suitable target.

Industry Context

The Special Purpose Acquisition Company (SPAC) market has faced significant headwinds due to increased regulatory scrutiny, a challenging macroeconomic environment, and a decline in successful de-SPAC transactions. Many SPACs are struggling to find suitable targets and complete business combinations within their mandated timelines, leading to extensions and increased redemptions. This environment necessitates careful evaluation of a SPAC's ability to execute its strategy and manage its capital effectively.

Regulatory Implications

The proposed extension and reduction in sponsor payment are subject to shareholder approval and compliance with SEC regulations governing SPACs. Any further extensions or changes to the trust agreement must adhere to the rules set forth by the Securities Exchange Act of 1934. The ongoing scrutiny of SPAC structures and de-SPAC transactions by regulators could impact the company's ability to complete a business combination.

What Investors Should Do

1. Review the proposed Extension Amendment and Trust Amendment carefully.
2. Evaluate the historical redemption trends.
3. Assess the company's progress in identifying a new business combination target.
4. Consider the voting requirements for the Extension Amendment Proposal.

Key Dates

• 2022-01-13: Initial Public Offering (IPO) consummation — Established the initial 36-month deadline for completing a business combination.
• 2023-01-10: First Extension Special Meeting — Approved extension from Jan 13, 2023 to Oct 13, 2023; resulted in 4,227,461 public shares redeemed.
• 2023-06-09: Second Extension Special Meeting — Approved extension from Oct 13, 2023 to Jan 13, 2026; resulted in 1,409,026 public shares redeemed.
• 2025-01-13: January 2025 Redemptions — 1,616,447 public shares redeemed, leaving only 101,216 public shares outstanding.
• 2025-02-12: Termination of Merger Agreement with Openmarkets Group Pty Ltd (OMG) — Company is now actively seeking a new business combination candidate.
• 2026-01-09: Special Meeting of Stockholders — To consider and vote upon proposals to extend the business combination deadline and reduce extension payments.
• 2026-01-13: Current Business Combination Deadline — The deadline to complete a business combination before the proposed extension.
• 2027-07-13: Proposed Extended Business Combination Deadline — The new deadline sought by the company to complete a business combination.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders regarding a company's annual meeting, including proposals to be voted on. (This document is the proxy statement for Broad Capital Acquisition Corp., outlining the proposals for the special meeting.)

SPAC

Special Purpose Acquisition Company. A shell company that is formed to raise capital through an IPO for the purpose of acquiring an existing company. (Broad Capital Acquisition Corp. is a SPAC.)

Business Combination

The acquisition, merger, stock purchase, or similar transaction that a SPAC undertakes to combine with an operating company. (The core objective of Broad Capital Acquisition Corp. is to complete a business combination.)

Redemption

The process by which public shareholders of a SPAC can elect to have their shares repurchased for cash, typically at the IPO price plus any accrued interest, before a business combination is completed. (Significant redemptions have occurred, impacting the company's trust account balance and future prospects.)

Sponsor

The entity or individuals who form and initially capitalize a SPAC, typically receiving founder shares and warrants in exchange for their investment and commitment. (The Sponsor is responsible for funding the monthly extension payments.)

Trust Account

An account established by a SPAC to hold the proceeds from its IPO, which are typically invested in U.S. Treasury securities or money market funds. These funds are used for the business combination or to redeem shares if a combination is not completed. (The trust account balance is critical for redemptions and the company's ability to fund extensions.)

Extension Amendment

A proposed amendment to the company's charter to extend the deadline for completing a business combination. (This is the primary proposal being voted on at the special meeting.)

Monthly Extension Loan

The payment required from the Sponsor for each one-month extension of the business combination deadline. (The amount of this payment is being reduced in the proposed amendment.)

Year-Over-Year Comparison

This filing represents a significant shift from previous periods, primarily focused on extending the company's operational runway. Unlike prior filings that might have detailed progress on a specific merger target, this DEF 14A addresses the termination of the Openmarkets Group merger and the need for further time to secure a new business combination. The key metrics to compare would be the dwindling number of public shares outstanding (down to 101,216 from potentially millions) and the proposed reduction in the monthly extension payment from $0.03 to $0.02 per share, reflecting the reduced capital base and the Sponsor's commitment to facilitate further extensions.

Key Financial Figures

• $0.03 m — for each monthly extension period from $0.03 multiplied by the number of Public Shares
• $0.02 m — rdquo;) to an aggregate amount equal to $0.02 multiplied by the number of Public Shares
• $0.02 m — tension to an aggregate amount equal to $0.02 multiplied by the number of Public Shares
• $10.25 — res for cash at an approximate price of $10.25 per share, for an aggregate of approxim
• $43.35 million — hare, for an aggregate of approximately $43.35 million. On June 9, 2023, the Company held a
• $0.0625 — onnection with each such extension from $0.0625 per share sold in our IPO to a flat fee
• $150,000 — share sold in our IPO to a flat fee of $150,000 per extension beginning with the extens
• $10.68 — res for cash at an approximate price of $10.68 per share, for an aggregate of approxim
• $15.05 million — hare, for an aggregate of approximately $15.05 million. On January 8, 2024, the Company held a
• $11.23 — res for cash at an approximate price of $11.23 per share, for an aggregate of approxim
• $31.5 million — hare, for an aggregate of approximately $31.5 million. On January 13, 2025, the Company held
• $60,000 — decrease the monthly extension fee from $60,000 to $0.03 multiplied by the number of Pu
• $11.96 — res for cash at an approximate price of $11.96 per share of the funds in the Trust Acc
• $19.3 million — ust Account. As a result, approximately $19.3 million was removed from the Trust Account to p
• $3,036.48 — uired to deposit into the Trust Account $3,036.48 for each monthly extension period (comm

Filing Documents

• formdef14a.htm (DEF 14A) — 528KB
• 0001493152-25-028639.txt ( ) — 529KB

From the Filing

DEF 14A 1 formdef14a.htm DEF 14A UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to Section 240.14a-12 BROAD CAPITAL ACQUISITION CORP. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. Broad Capital Acquisition Corp. 6208 Sandpebble Ct. Dallas, TX 75254 (469) 951-3088 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS IN LIEU OF AN ANNUAL MEETING TO BE HELD ON JANUARY 9, 2026 TO THE STOCKHOLDERS OF BROAD CAPITAL ACQUISITION CORP: You are cordially invited to attend the special meeting in lieu of an annual meeting, which we refer to as the “Special Meeting,” of stockholders of Broad Capital Acquisition Corp., which we refer to as “we,” “us,” “our,” “BRAC” or the “Company,” to be held at 9:30 a.m. Eastern Time on January 9, 2026. The Special Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the Special Meeting online, vote and submit your questions during the Special Meeting by visiting https://www.cstproxy.com/broadcapitalacquisition/2026. If you plan to attend the virtual online Special Meeting, you will need your 12-digit control number to vote electronically at the Special Meeting. We are pleased to utilize the virtual stockholder meeting technology to provide ready access and cost savings for our stockholders and the Company. The virtual meeting format allows attendance from any location in the world. Even if you are planning on attending the Special Meeting online, please promptly submit your proxy vote by telephone, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the Special Meeting. Instructions on voting your shares are on the proxy materials you received for the Special Meeting. Even if you plan to attend the Special Meeting online, it is strongly recommended you complete and return your proxy card before the Special Meeting date, to ensure that your shares will be represented at the Special Meeting if you are unable to attend. The accompanying proxy statement, which we refer to as the “Proxy Statement,” is dated December 22, 2025, and is first being mailed to stockholders of the Company on or about December 26, 2025. The sole purpose of the Special Meeting is to consider and vote upon the following proposals: a proposal to amend the Company’s amended and restated certificate of incorporation, as further amended on January 11, 2023, June 12, 2023, January 8, 2024 and January 16, 2025, which we refer to as the “charter,” in the form set forth in Annex A to the accompanying Proxy Statement, which we refer to as the “Extension Amendment” and such proposal the “Extension Amendment Proposal,” to reduce the payment required and extend the date by which the Company must (a) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses, which we refer to as a “business combination,” or (b) cease its operations if it fails to complete such business combination and redeem or repurchase 100% of the Company’s common stock included as part of the units sold in the Company’s initial public offering that was consummated on January 13, 2022, which we refer to as the “IPO,” from January 13, 2026 (the “Termination Date”) to July 13, 2027 (the “Extended Date”) by way of up to eighteen (18) one-month extensions, assuming the procedures relating to any such extension, as set forth in the Trust Agreement, shall have been complied with (the “Extension”), and (ii) reduce the payment required for each monthly extension period from $0.03 multiplied by the number of Public Shares (the “Monthly Extension Loan”) to an aggregate amount equal to $0.02 multiplied by the number of Public Shares of the Company that are not redeemed in connection with the stockholder vote to approve the Charter Amendment Proposal for each such one-month extension, in each case to be deposited into the Trust Account prior to the then-current deadline to com

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