Broad Capital Acquisition Corp. Announces Voluntary SEC Deregistration

Rhea-AI Summary

Broad Capital Acquisition Corp. (NASDAQ: BRAC) has announced its intention to voluntarily deregister from SEC reporting requirements. This decision follows a series of significant events, including the termination of its planned business combination with Openmarkets Group Pty Ltd. (OMG) on February 12, 2025, and the delisting of its securities from Nasdaq on June 5, 2025.

The delisting occurred after BRAC failed to maintain the required minimum of 1,100,000 publicly held shares as of December 31, 2024. The company's board determined that the increasing costs and administrative burdens of maintaining public company status outweigh the benefits, citing rising compliance expenses related to SEC, Sarbanes-Oxley, and Nasdaq requirements.

Positive

• None.

Negative

• Failed to maintain minimum 1,100,000 publicly held shares requirement for Nasdaq listing
• Terminated business combination agreement with Openmarkets Group
• Securities delisted from Nasdaq
• Voluntarily deregistering from SEC reporting requirements

Insights

SPAC Financial Expert

Broad Capital is deregistering from SEC after failed merger and Nasdaq delisting, ending its SPAC journey without completing a business combination.

This announcement effectively marks the end of Broad Capital Acquisition Corp as a publicly-traded SPAC. The company has been dealt multiple significant blows that led to this decision. First, Nasdaq ceased trading BRAC's securities in January 2025 because the company failed to maintain the minimum required 1,100,000 publicly held shares. Then in February, OpenMarkets Group terminated their merger agreement, effectively canceling what would have been BRAC's initial business combination. The SEC formally delisted the company in June with a Form 25 filing.

Now, BRAC is voluntarily deregistering from SEC reporting requirements by filing Form 15. This decision signals the complete dissolution of the SPAC structure as it was intended. For any remaining shareholders, this represents a significant negative development as the company was unable to complete its intended purpose of finding and merging with a target business.

The cited reason for deregistration—reducing compliance costs and administrative burdens—is a standard justification, but the underlying reality is that the SPAC has effectively failed in its mission. For context, SPACs typically have a limited timeframe to identify and complete a business combination, and BRAC's inability to maintain listing requirements and complete its merger has led to this terminal outcome. This represents another casualty in the post-SPAC boom era, where many special purpose acquisition companies have struggled to successfully complete their business combinations.

Dallas, Texas, July 29, 2025 (GLOBE NEWSWIRE) -- Broad Capital Acquisition Corp. (the “Company”) (NASDAQ: BRAC, BRACR, BRACU), a special purpose acquisition company, today announced today that it intends to voluntarily deregister from its reporting requirements to the Securities and Exchange Commission (the “SEC”).

As previously disclosed, on January 18, 2023, the Company entered into a definitive Agreement and Plan of Merger and Business Combination Agreement, as amended (the “Business Combination Agreement”), with Openmarkets Group Pty Ltd., an Australian proprietary limited company (“OMG”), BMYG OMG Pty Ltd., an Australian proprietary limited company, in connection with its initial business combination.

On January 22, 2025, the Nasdaq Stock Market (“Nasdaq”) ceased trading of the Company’s securities because the Company was not in compliance with Nasdaq’s Listing Rule 5450(b)(2)(B) because, as of December 31, 2024, it has not maintained a minimum of 1,100,000 publicly held shares.

On February 12, 2025, the Company received a notice of termination from OMG advising that OMG had terminated the Merger Agreement pursuant to Section 11.1(d)(i) of the Merger Agreement.

On June 5, 2025, the Securities and Exchange Commission (the “SEC”) filed a Form 25 to delist the Company’s securities from Nasdaq.

In view of the foregoing, the Board of Directors of the Company has determined to voluntarily file a Form 15 to deregister with the SEC after carefully considering the advantages and disadvantages of continuing registration and listing. The costs and administrative burdens associated with being a publicly reporting company have significantly increased, particularly in light of new SEC, Sarbanes-Oxley and Nasdaq requirements. Our Board has determined that the rising costs of compliance, as well as the substantial demands on management time and resources, outweigh the benefits the Company receives from maintaining its registered status. We believe that deregistering will result in significantly reducing expenses, avoiding even higher future expenses and will enable our management to focus more of its time and resources on operating the Company.

Forward-Looking Statements

This press release contains certain forward-looking statements that express the Company’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this press release and include statements regarding the Company’s intentions, beliefs or current expectations concerning the Company’s performance, business and future events. Such forward-looking statements are based on management’s expectations, beliefs and forecasts concerning future events impacting the Company. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties. The forward-looking statements made in this press release speak only as of the date hereof and the Company disclaims any obligation, except as required by law, to provide updates, revisions or amendments to any forward-looking statements to reflect changes in the Company’s expectations or future events.

Contacts
Broad Capital Acquisition Corp.
Johann Tse
Chief Executive Officer
(469) 951-3088

FAQ

Why is Broad Capital Acquisition Corp (BRAC) deregistering from the SEC?

BRAC is deregistering due to increasing compliance costs and administrative burdens of being a public company, which the board determined outweigh the benefits of maintaining registered status.

What led to BRAC's delisting from Nasdaq in 2025?

BRAC was delisted because it failed to maintain Nasdaq's minimum requirement of 1,100,000 publicly held shares as of December 31, 2024.

When did Broad Capital's merger agreement with Openmarkets Group terminate?

The merger agreement was terminated on February 12, 2025 when OMG sent a notice of termination to BRAC.

What happens to BRAC after SEC deregistration?

After deregistration, BRAC will no longer be required to file reports with the SEC, which will reduce expenses and allow management to focus more on operating the company.

When did Nasdaq cease trading BRAC securities?

Nasdaq ceased trading BRAC securities on January 22, 2025 due to non-compliance with listing requirements.