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): ~~November~~January 16, ~~2024~~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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On ~~November~~January 16, ~~2024~~2025, Broad Capital Acquisition Corp. (the “Company”) received a ~~written~~letter ~~notice~~ (the “~~Notice~~Letter”) from the ~~Listing~~listing qualifications ~~Qualifications~~department ~~Department~~staff (the “Staff”) of The Nasdaq Stock Market ~~LLC~~ (“Nasdaq”) ~~notifying~~ ~~the~~indicating ~~Company~~ that the Company was is not in compliance with Nasdaq’s Listing Rule 5450(ab)(2)(B) (the “~~Minimum Public Holders~~ Rule”)~~, which~~ ~~requires~~because the Company tohas ~~have~~not, atas ~~least~~of ~~400~~December 31, ~~total~~2024, ~~holders~~maintained ~~for~~a ~~continued~~minimum ~~listing~~of on1,100,000 ~~the~~publicly ~~Nasdaq~~held ~~Global~~shares, ~~Market.~~as Anrequired ~~indicator~~under ~~reflecting~~ the ~~Company’s non-compliance will be broadcast over~~ Nasdaq’s ~~market~~continued ~~data~~listing ~~dissemination~~standards ~~network~~for ~~and will also be made available to third party market data providers.~~ The ~~Notice does not impact the listing of the Company’s securities on the~~ Nasdaq Global Market ~~at this time~~.

~~The~~Under ~~Notice~~Nasdaq ~~states~~Listing ~~that~~Rules, the Company has 45 calendar days, or nountil ~~later~~February ~~than December 16~~20, ~~2024,~~2025 to submit a plan ~~(the “Company’s Plan”)~~ to regain compliance with Rule 5450(b)(2)(B). If the ~~Minimum~~Staff ~~Public~~accepts ~~Holders~~the ~~Rule.~~plan, Ifthe Staff may grant the Company isan ~~unable~~extension up to ~~regain~~180 ~~compliance~~calendar bydays ~~that~~from the date, of the Letter to regain compliance. The Company intends to submit a plan toof ~~regain~~ compliance ~~with~~ (the ~~Minimum~~“Plan”) ~~Public~~to ~~Holders~~Nasdaq ~~Rule~~on ~~within~~or ~~the~~before ~~required~~February ~~timeframe.~~20, If2025, ~~Nasdaq~~where ~~accepts~~it ~~Company’s~~will ~~Plan,~~request ~~Nasdaq~~an ~~may~~extension ~~grant~~of the ~~Company~~compliance anperiod ~~extension~~to ofregain upcompliance towith ~~180~~Rule ~~calendar~~5450(b)(2)(B) ~~days~~ from ~~the~~45 ~~date~~calendar ofdays ~~the Notice~~ to ~~evidence compliance~~180 ~~with the Minimum Public Holders Rule~~calendar days. If ~~Nasdaq~~the ~~does~~Plan is not ~~accept~~accepted by the ~~Company’s Plan~~Staff, the Company ~~will~~may ~~have~~appeal ~~the~~that ~~opportunity~~ decision to ~~appeal~~a ~~the~~Hearings ~~decision~~Panel in ~~front~~accordance ofwith aRule ~~Nasdaq Hearings Panel~~5815(a). However, there can be no assurance that such an appeal would be successful. ~~The Company, by filing this Current Report Form 8-K, discloses its receipt of the Notice in accordance with Nasdaq Listing Rule 5810(b).~~

~~The~~Cautionary ~~Company~~Statement ~~intends~~Regarding toForward-Looking monitor its total holders between now and December 16, 2024, and may, if appropriate, evaluate available options to resolve the deficiency under and regain compliance with the Minimum Public Holders Rule. Additionally, the Company may consider applying to transfer the listing of its securities to the Nasdaq Capital Market (provided that it then satisfies the requirements for continued listing on that market). However, there can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq listing criteria.Statements

~~Forward~~This Current Report on Form 8-~~Looking~~K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, ~~Statements~~and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including, but not limited to, statements regarding the Company’s ability to regain compliance with the Rule; the Company’s intent to monitor its publicly held shares and take all reasonable measures available to the Company for continued listing on The Nasdaq Global Market; and the Company’s success in appealing any delisting determination.

~~Certain~~In ~~statements~~some ~~made~~cases, inyou ~~this~~can ~~Current~~identify ~~Report on Form 8-K are “~~forward-looking statements” ~~within~~by ~~the~~terminology ~~meaning~~such ~~of Section 27A of the Securities Act of 1933,~~ as ~~amended~~“outlook,” ~~Section 21E of the Securities Exchange Act of 1934~~“aim,” ~~as amended, and the~~ “~~safe harbor~~anticipate,” provisions under the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this Current Report on Form 8-K are forward-looking statements. When used in this Current Report on Form 8-K“assume,” ~~words such as~~ “~~anticipate~~believe,” “~~believe~~contemplate,” “continue,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “~~might~~objective,” “plan,” “~~possible~~predict,” “potential,” “~~predict~~positioned,” “~~project~~seek,” “should,” “target,” “will,” “would” and ~~variations~~other ofsimilar ~~these~~expressions ~~words~~that orare ~~similar~~predictions ~~expressions~~of (or ~~the~~indicate ~~negative~~future ~~versions~~events ofand ~~such~~future ~~words~~trends, or ~~expressions),~~the asnegative ~~they~~of ~~relate~~these toterms ~~the Company~~ or ~~its~~other ~~management~~comparable ~~team~~terminology, ~~are~~although ~~intended~~not toall ~~identify~~ forward-looking statements. ~~Many~~contain ~~factors could~~these ~~cause~~words. ~~actual future events to differ materially from the forward~~Forward-looking statements ininvolve ~~this~~known ~~Current~~and ~~Report~~unknown ~~on Form 8-K~~risks, ~~including the~~uncertainties ~~Company’s~~and ~~ability~~assumptions towhich ~~successfully~~may ~~appeal~~cause aactual ~~delisting~~results ~~determination, the Company’s ability~~ to ~~resolve~~differ ~~the~~materially ~~deficiency~~from ~~under~~any ~~the~~results ~~Minimum~~expressed ~~Public Holders Rule and regain compliance with the Minimum Public Holders Rule~~ or ~~the~~implied ~~Company’s~~by ~~ability~~any ~~to successfully transfer the listing of its securities to the Nasdaq Capital Market. Such~~ forward-looking ~~statements are based on the beliefs of management~~statement, as ~~well as assumptions made by~~including, ~~and~~but ~~information~~not ~~currently~~limited ~~available~~ to, the Company’s ~~management.~~ability ~~Forward-looking~~to ~~statements~~regain ~~are~~compliance ~~not~~with ~~guarantees~~the ofNasdaq ~~future~~Listing ~~performance,~~Rule; ~~conditions or results,~~ and ~~involve~~the ~~a number of known and unknown risks, uncertainties, assumptions and~~ other important factors, ~~many~~outlined ofunder ~~which are beyond~~ the ~~control~~caption ~~of the Company, including those set forth in the~~ “Risk Factors” ~~section~~ ofin the Company’s Annual ~~final~~Report ~~prospectus~~on ~~for~~Form ~~its~~10-K ~~initial public offering~~ filed with the Securities and Exchange Commission (“SEC”) on ~~January~~ 10March 14, ~~2022~~2024, ~~and~~as ~~other~~such ~~documents~~factors ofmay be ~~the~~updated ~~Company~~from ~~filed,~~time or to betime ~~filed,~~in ~~with~~its ~~the~~other ~~Securities~~filings ~~and~~with ~~Exchange~~the ~~Commission~~SEC, ~~that~~which ~~could~~are ~~cause actual~~available ~~results~~on orthe ~~outcomes~~SEC’s towebsite ~~differ~~at ~~materially~~www.sec.gov. ~~from~~Although the ~~those~~Company ~~discussed~~believes inthat the ~~forward-looking~~expectations ~~statements.~~reflected ~~All~~in ~~subsequent~~its ~~written or oral~~ forward-looking statements ~~attributable to the Company or persons acting on its behalf~~ are ~~qualified~~reasonable, init ~~their~~cannot ~~entirety~~guarantee byfuture ~~this paragraph~~results. The Company ~~undertakes~~has no obligation, and does not undertake any obligation, to update or revise any forward-looking ~~statements~~statement ~~for~~made ~~revisions~~in orthis Current Report on Form 8-K to reflect changes ~~after~~since the date of this Current Report on Form 8-K, except as may be required by law.

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: November 7, 2024	By:	/s/ Johann Tse
Date: January 10, 2025	By:	/s/ Johann Tse
		Johann Tse Chief Executive Officer

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