SEC Comment Letter 0000000000-24-014289 to Broad Capital Acquisition Corp (BRAC, BRACR, BRACU) (CIK 0001865120)
Broad Capital Acquisition Corp (BRAC, BRACR, BRACU) (CIK 0001865120)
Date: Dec. 27, 2024 · CIK: 0001865120 · Accession: 0000000000-24-014289
AI Filing Summary & Sentiment
File numbers found in text: 001-41212
Letter
December 27, 2024 Johann Tse Chief Executive Officer Broad Capital Acquisition Corp 6208 Sandpebble Ct. Dallas, TX 75254 Re:Broad Capital Acquisition Corp Preliminary Proxy Statement on Schedule 14A Filed December 19, 2024 Revised Preliminary Proxy Statement on Schedule 14A Filed December 20, 2024 File No. 001-41212 Dear Johann Tse: We have reviewed your filings and have the following comment. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Revised Preliminary Proxy Statement on Schedule 14A filed December 20, 2024 Risk Factors, page 23 We note that you are seeking to extend your termination date to January 13, 2026, a date which is 48 months from your initial public offering. We also note that you are currently listed on Nasdaq and that Nasdaq Rule 5815 was amended effective October 7, 2024 to provide for the immediate suspension and delisting upon issuance of a delisting determination letter for failure to meet the requirement in Nasdaq Rule IM 5101-2(b) to complete one or more business combinations within 36 months of the date of effectiveness of its IPO registration statement. Please revise to state that your securities will face immediate suspension and delisting action once you receive a delisting determination letter from Nasdaq after the 36-month window ends on January 13, 2025. Please disclose the risks of non-compliance with this rule, including that under the new framework, Nasdaq may only reverse the determination if it finds it made a factual error applying the applicable rule. In addition, please disclose any 1.
December 27, 2024 Page 2 potential impact on your ability to complete an initial business combination, including any provision of your merger agreement with Openmarkets. Please also describe any impact on the market for your securities, including demand for your securities. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Ronald (Ron) E. Alper at 202-551-3329 or Mary Beth Breslin at 202- 551-3625 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc:Andy Tucker
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December 27, 2024
Johann Tse
Chief Executive Officer
Broad Capital Acquisition Corp
6208 Sandpebble Ct.
Dallas, TX 75254
Re:Broad Capital Acquisition Corp
Preliminary Proxy Statement on Schedule 14A
Filed December 19, 2024
Revised Preliminary Proxy Statement on Schedule 14A
Filed December 20, 2024
File No. 001-41212
Dear Johann Tse:
We have reviewed your filings and have the following comment.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Revised Preliminary Proxy Statement on Schedule 14A filed December 20, 2024
Risk Factors, page 23
We note that you are seeking to extend your termination date to January 13, 2026, a
date which is 48 months from your initial public offering. We also note that you are
currently listed on Nasdaq and that Nasdaq Rule 5815 was amended effective October
7, 2024 to provide for the immediate suspension and delisting upon issuance of a
delisting determination letter for failure to meet the requirement in Nasdaq Rule IM
5101-2(b) to complete one or more business combinations within 36 months of the
date of effectiveness of its IPO registration statement. Please revise to state that your
securities will face immediate suspension and delisting action once you receive a
delisting determination letter from Nasdaq after the 36-month window ends on
January 13, 2025. Please disclose the risks of non-compliance with this rule, including
that under the new framework, Nasdaq may only reverse the determination if it finds
it made a factual error applying the applicable rule. In addition, please disclose any 1.
December 27, 2024
Page 2
potential impact on your ability to complete an initial business combination, including
any provision of your merger agreement with Openmarkets. Please also describe any
impact on the market for your securities, including demand for your securities.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
Please contact Ronald (Ron) E. Alper at 202-551-3329 or Mary Beth Breslin at 202-
551-3625 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Andy Tucker