8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 9, 2022

Broad Capital Acquisition Corp

(Exact name of registrant as specified in its charter)

Delaware	000-41212	86-3382967
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

5345 Annabel Lane, Plano, TX 75093

(Address of principal executive offices, including zip code)

(469) 951-3088

(Registrant’s telephone number, including area code)

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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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.

As previously reported on a Current Report on Form 8-K of Broad Capital Acquisition Corp. (the “Company”), on January 14, 2022, the Company consummated its initial public offering (the “IPO”) of 10,000,000 units (the “Units”). Each Unit consisted of one share of common stock of the Company, par value $0.000001 per share (the “Common Stock”) and one right (the “Public Rights”) to receive one-tenth (1/10) of one share of Common Stock upon the consummation of an initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $100,000,000. The Company granted the underwriters (the “Underwriters”) a 45-day option to purchase up to 1,500,000 Units to cover over-allotments, if any. On February 9, 2022, the Underwriters partially exercised the over-allotment option and on February 10, 2022, purchased an additional 159,069 Units from the Company (the “Over-Allotment Units”), generating gross proceeds of $1,558,876.20, and forfeited the remainder of the option.

As previously reported on a Current Report on Form 8-K of the Company, substantially concurrently with the closing of the IPO, the Company completed the private sale of 4,772 private units (the “Private Placement Units”) at a purchase price of $10.00 per Private Placement Unit, to the Company’s sponsor, Broad Capital LLC, generating gross proceeds to the Company of $47,720.70.

In connection with the closing and sale of the Over-Allotment Units and the additional Private Placement Units (together, the “Over-Allotment Closing”), a total of $1,606,596.90 in proceeds from the Over-Allotment Closing (which amount includes $31,813.80 of the Underwriters’ deferred discount) was placed in a U.S.-based trust account established for the benefit of the Company’s public shareholders, maintained by Continental Stock Transfer & Trust Company, acting as trustee.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX

Exhibit No.	Description
99.1	Pro Forma Balance Sheet as of January 13, 2022.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 25, 2022
	BROAD CAPITAL ACQUISITION CORP
	By:	/s/ Johann Tse
	Name:	Johann Tse
	Title:	Chief Executive Officer

EX-99.1

Exhibit 99.1

Broad Capital Acquisition Corp.

Pro Forma Balance Sheet

	January 13,			Pro Forma
	2022			Adjustments				As Adjusted
				(unaudited)				(unaudited)
ASSETS:
Current Assets:
Cash	$	2,069		$	1,165,728		a.	$	1,034,454
					190		b.
					(133,533	)	c.
					1,590,690		d.
					47,721		e.
					(31,814	)	g.
					(1,606,597	)	i.
Prepaid expenses		36,900			-				36,900
Subscription receivable		1,165,728			(1,165,728	)	a.		-
Deferred offering costs associated with the initial public offering		-			31,814		g.		-
					(31,814	)	j.
Total Current Assets		1,204,697			(133,343	)			1,071,354
Cash and marketable securities held in Trust Account		101,000,000			1,606,597		i.		102,606,597
Total Assets	$	102,204,697		$	1,473,254				103,677,951
LIABILITIES AND STOCKHOLDERS’ DEFICIT:
Current Liabilities:
Promissory note – related party	$	133,533		$	(133,533	)	c.	$	-
Total Current Liabilities		133,533			(133,533	)			-
Deferred underwriting commission		3,500,000			55,674		h.		3,555,674
Total Liabilities		3,633,533			(77,859	)			3,555,674
Commitments and Contingencies
Common stock subject to possible redemption; 10,159,069 (at $10.10 per share)		101,000,000			1,590,690		d.		102,606,597
					15,907		f.
Stockholders’ Deficit:
Preferred Stock, $0.000001 par value; 1,000,000 shares authorized; none issued and outstanding		-			-				-
Common Stock, $0.000001 par value, 100,000,000 shares authorized; 3,321,358 issued and outstanding1 (excluding 10,159,069 shares subject to possible redemption)		4			0		e.		3
					(0	)	l.
Additional paid-in capital		-			47,721		e.		-
					(15,907	)	f.
					(55,674	)	h.
					(31,814	)	j.
					55,674		k.
Accumulated deficit		(2,428,840	)		190		b.		(2,484,324	)
					(55,674	)	k.
Total Stockholders’ Deficit		(2,428,836	)		(55,484	)			(2,484,320	)
Total Liabilities and Stockholders’ Deficit	$	102,204,697		$	1,473,254			$	103,677,951

Broad Capital Acquisition Corp.

Pro Forma Balance Sheet

(unaudited)

NOTE 1. CLOSING OF OVERALLOTMENT OPTION AND ADDITIONAL PRIVATE PLACEMENT

The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of Broad Capital Acquisition Corp. (the “Company”) as of January 13, 2022, adjusted for the closing of the underwriters’ partial exercise of its over-allotment option and related transactions which occurred on February 10, 2022, as described below.

The Company consummated its initial public offering (the “IPO”) of 10,000,000 units (the “Units”) on January 11, 2022, which closed on January 13, 2022. Each Unit consists of one share of common stock and one right to receive one-tenth (1/10) of one share of common stock upon the closing of a business combination.

In connection with the IPO, the underwriters were granted an option to purchase up to an additional 1,500,000 Units to cover over-allotments, if any. On February 10, 2022, the underwriters partially exercised the over-allotment option and purchased an additional 159,069 Units (the “Over-Allotment Units”), generating gross proceeds of $1,590,690 and forfeited the remainder of the option, which is 335,233 shares of common stock.

In connection with the closing and sale of the Over-Allotment Units and the additional Private Placement Units (together, the “Over-Allotment Closing”), a total of $1,606,596.90 in proceeds from the Over-Allotment Closing (which amount includes $31,813.80 of the Underwriters’ deferred discount) was placed in a U.S.-based trust account established for the benefit of the Company’s public shareholders, maintained by Continental Stock Transfer & Trust Company, acting as trustee.

Unaudited pro forma adjustments to reflect the partial exercise of the underwriters’ over-allotment option described above are as follows:

Pro forma entry		Debit		Credit
a.	Cash		1,165,728
	Subscription receivable				1,165,728
	To record transfer from escrow account back to operating account
b.	Cash		190
	Bank service fee				190
	To record bank service fee reversal
c.	Promissory Note		133,533
	Cash				133,533
	To record pay back of promissory note
d.	Cash		1,590,690
	Common stock subject to possible redemption				1,590,690
	To record sale of 159,069 Overallotment Units at $10.00 per Unit
e.	Cash		44,721
	Common Stock				0
	Additional paid-in capital				44,721
	To record sale of 4,472 Private Placement Units at $10.00 per unit
f.	Additional paid-in capital		15,907
	Common stock subject to possible redemption				15,907
	To record Accretion of redemption value at $10.10 per unit
g.	Deferred offering costs		31,814
	Cash				31,814
	To record payment of 2% of cash underwriting fee
h.	Additional paid-in capital		55,674
	Deferred underwriting commission				55,674
	To record the liability for 3% deferred underwriting fees on overallotment option
i.	Cash in Trust		1,606,597
	Cash				1,606,597
	To record the amount of Cash in Trust
j.	Additional paid-in capital		31,814
	Deferred offering costs				31,814
	To record transfer of deferred offering costs in APIC deficit
k.	Retained earnings		55,674
	Additional paid-in capital				55,674
	To record transfer of APIC deficit in Accumulated deficit
l.	Common Stock		0
	Additional paid-in capital				0
	To record forfeited shares due to partial over-allotment