SecProbe.io

CORRESP
1
filename1.htm

    NELSON
                                            MULLINS RILEY & SCARBOROUGH LLP

    ATTORNEYS
    AND COUNSELORS AT LAW

    101
                                            Constitution Avenue, NW

    Suite
    900

    Washington
    D.C., 20001

    T:
    202.689.2800 F: 202.689.2860

    nelsonmullins.com

December
27, 2024

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

Attention:
Ronald (Ron) E. Alper and Mary Beth Breslin

    RE:
    Broad
    Capital Acquisition Ltd

    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

Ladies
and Gentlemen:

On
behalf of Broad Capital Acquisition Ltd, an Australian corporation (the “Purchaser”), and Broad Capital Acquisition
Corp., a Delaware corporation (the “Company”), we are hereby responding to the letter dated December 27, 2024 (the
“Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission (“SEC”
or the “Commission”), regarding the Company’s Preliminary Proxy Statement on Schedule 14A, filed December 19,
2024, as amended by the Revised Preliminary Proxy Statement on Schedule 14A, filed December 20, 2024 (the “Proxy Statement”).
The Company is now submitting this response letter to the Comment Letter in addition to an amended Proxy Statement (the “Amended
Proxy Statement”) to update certain information in the Proxy Statement that has changed in response to the Comment Letter.

Capitalized
terms used but not defined in this letter have the meanings as defined in the Proxy Statement and Amended Proxy Statement.

For
ease of reference, the text of the Staff’s comment is included in italicized type below, followed by the Company’s response.

Revised
Preliminary Proxy Statement on Schedule 14A filed December 20, 2024

Risk
Factors, page 23

1.
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 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.

RESPONSE:
The Company respectfully acknowledges the Staff’s comment and, in response, has included a new risk factor on pages 12,
23 and 28 of the Amended Proxy Statement.

Given
the Company’s time constraints to complete the Business Combination, we would appreciate the Staff’s expeditious review of
the Company’s responses and update to the Amended Registration Statement. If you have any additional questions regarding any of
our responses or the Amended Registration Statement, please do not hesitate to contact Andrew M. Tucker at (202) 689-2987.

    Very
    truly yours,

    /s/
    Andrew M. Tucker

    Andrew
    M. Tucker

California
| Colorado | District of Columbia | Florida | Georgia | Illinois | Maryland | Massachusetts | Minnesota

New
York | North Carolina | Ohio | Pennsylvania | South Carolina | Tennessee | Texas | Virginia | West Virginia