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Broad Capital Acquisition Ltd. – ‘S-4/A’ on 3/22/24

On:  Friday, 3/22/24, at 5:30pm ET   ·   Accession #:  1493152-24-11027   ·   File #:  333-273753

Previous ‘S-4’:  ‘S-4/A’ on 1/16/24   ·   Latest ‘S-4’:  This Filing   ·   11 References:   To:  Broad Capital Acquisition Ltd. – Previous ‘S-4/A’ on 1/16/24 To:  Broad Capital Acquisition Corp. – ‘8-K’ on 1/12/24 for 1/8/24 To:  Broad Capital Acquisition Ltd. – ‘S-4/A’ on 11/13/23 To:  Broad Capital Acquisition Ltd. – ‘S-4’ on 8/7/23 To:  Broad Capital Acquisition Corp. – ‘8-K’ on 6/12/23 for 6/9/23 To:  Broad Capital Acquisition Corp. – ‘8-K’ on 1/24/23 for 1/18/23 To:  Broad Capital Acquisition Corp. – ‘8-K’ on 1/17/23 for 1/10/23 To:  Broad Capital Acquisition Corp. – ‘8-K’ on 1/14/22 for 1/10/22 To:  Broad Capital Acquisition Corp. – ‘S-1/A’ on 10/22/21 To:  Broad Capital Acquisition Corp. – ‘S-1’ on 8/19/21 To:  Broad Capital Acquisition Corp. – ‘DRS’ on 7/6/21 

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/22/24  Broad Capital Acquisition Ltd.    S-4/A                 44:17M                                    M2 Compliance LLC/FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Pre-Effective Amendment to Registration Statement   HTML  11.31M 
                - Securities for a Merger                                        
 2: EX-2.1_C    Plan of Acquisition, Reorganization, Arrangement,   HTML     75K 
                Liquidation or Succession                                        
 3: EX-3.6      Articles of Incorporation/Organization or Bylaws    HTML    886K 
 4: EX-3.7      Articles of Incorporation/Organization or Bylaws    HTML     16K 
 5: EX-23.1     Consent of Expert or Counsel                        HTML     14K 
 6: EX-23.2     Consent of Expert or Counsel                        HTML     16K 
 7: EX-23.3     Consent of Expert or Counsel                        HTML     16K 
 8: EX-23.4     Consent of Expert or Counsel                        HTML     15K 
 9: EX-99.1     Miscellaneous Exhibit                               HTML     38K 
20: R1          Cover                                               HTML     47K 
21: R2          Balance Sheets                                      HTML    104K 
22: R3          Balance Sheets (Parenthetical)                      HTML     44K 
23: R4          Statements of Operations                            HTML     70K 
24: R5          Statements of Changes in Stockholders' Deficit      HTML     63K 
25: R6          Statements of Cash Flows                            HTML     90K 
26: R7          Description of Organization, Business Operations    HTML     87K 
27: R8          Summary of Significant Accounting Policies          HTML     65K 
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29: R10         Private Placement                                   HTML     26K 
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                (Policies)                                                       
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                (Details Narrative)                                              
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                (Details Narrative)                                              
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As filed with the U.S. Securities and Exchange Commission on March 22, 2024.

Registration No. 333-273753

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 i AMENDMENT NO. 3

TO

FORM S-4

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

 i BROAD CAPITAL ACQUISITION LTD
(Exact name of registrant as specified in its charter)

 i Level 28, 1 Market Street

 i Sydney  i NSW 2000, Australia

 i +61 2  i 9265 3030

(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

 i Johann Tse

Chief Executive Officer

Broad Capital Acquisition Corp.

 i 6208 Sandpebble Ct.,  i Dallas,  i TX  i 75254

( i 469)  i 951-3088

(Name, address, including zip code and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after (i) this registration statement is declared effective and (ii) upon completion of the applicable transactions described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.  i ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

After giving effect to the Redomestication and Business Combination described herein, by operation of Rule 12g-3 under the Securities Exchange Act of 1934, the Registrant will be the successor issuer to Broad Capital Acquisition Corp. and will succeed to the attributes of Broad Capital Acquisition Corp.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. Broad Capital Acquisition Corp. may not issue the securities offered by this proxy statement/prospectus until the registration statement filed with the U.S. Securities and Exchange Commission, of which this proxy statement/prospectus is a part, is declared effective. This proxy statement/prospectus does not constitute an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale of these securities is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION, DATED MARCH 22, 2024

PROXY STATEMENT OF

BROAD CAPITAL ACQUISITION CORP.

PROSPECTUS FOR UP TO

19,281,499 SHARES OF COMMON STOCK

Dear Stockholders of Broad Capital Acquisition Corp:

Broad Capital Acquisition Corp, a Delaware corporation (“we,” “us,” “our” or the “Company”), cordially invites you to attend a special meeting in lieu of the 2024 annual meeting of the Company’s stockholders, which will be held on [●], 2024 at [●]:00 [●].m.] Eastern Time (the “Special Meeting”). The Special Meeting is a virtual stockholder meeting conducted exclusively via a live audio webcast at [●].

On January 18, 2023, we entered into a definitive Agreement and Plan of Merger and Business Combination Agreement (as amended by BCA Amendment No. 1 dated August 1, 2023, BCA Amendment No. 2 effective January 9, 2024, and BCA Amendment No. 3 effective as of March 8, 2024, the “Business Combination Agreement”) with Openmarkets Group Pty Ltd, an Australian proprietary limited company (“OMG”), BMYG OMG Pty Ltd, an Australian proprietary limited company (the “Seller”), and Broad Capital LLC, a Delaware limited liability company, solely in its capacity as the Company’s sponsor (the “Indemnified Party Representative”). The Company, OMG, the Seller, and the Indemnified Party Representative, as well as the then-to-be-formed Purchaser and to-be-formed Merger Sub (each of which are defined below), are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”

Pursuant to the Business Combination Agreement, prior to the closing (the “Closing”) of the contemplated transactions (collectively, the “Business Combination”), the Parties will cause the Company to move its domicile from the State of Delaware to Australia by merging a to-be-formed Delaware corporation (“Merger Sub”), which shall be wholly-owned by Broad Capital Acquisition Ltd, an Australian public limited company (the “Purchaser”), with and into the Company, with the Company continuing as the surviving entity and a wholly-owned subsidiary of the Purchaser (the “Redomestication Merger”). As a result of the Redomestication Merger, (i) each issued and outstanding Company Share will convert into the right to receive one ordinary share of the Purchaser (the “Purchaser Shares”); (ii) each Company Unit shall convert into the right to receive one unit of the Purchaser, comprised of one Purchaser Share and one right to receive one-tenth of one Purchaser Share upon the Closing (each a “Purchaser Right”); and (iii) each Company Right shall be converted into the right to receive one Purchaser Right.

Following the Redomestication Merger, the Company and the Purchaser will cause the Company to liquidate, such that all assets of the Company are, or shall be, transferred to the Purchaser and all liabilities of the Company are, or shall be, assumed by the Purchaser (the “Liquidation”). Additionally, the Company will cause all of its contracts to be assigned to and assumed by the Purchaser.

Following the Redomestication Merger and Liquidation, the Seller will contribute all of the issued and outstanding equity securities of OMG (the “OMG Shares”) to the Purchaser in exchange for approximately 4,800,000 Purchaser Shares (the “Exchange Consideration”), which shares shall have a deemed value of $10.00 per share for the purposes of all calculations and adjustments under the Business Combination Agreement, with such Exchange Consideration subject to adjustment based on OMG’s net indebtedness, working capital, and indemnification obligations following the Closing as detailed in the Business Combination Agreement (the “Acquisition Contribution and Exchange”). Adjustments to the Exchange Consideration shall be made from Purchaser Shares placed in escrow pursuant to the Escrow Agreement (as defined below) (the “Adjustment Escrow Shares”), which Escrow Shares shall be released to either the Purchaser or the Seller based on the nature of the adjustment to the Exchange Consideration. Additionally, in the event OMG’s net working capital at the Closing (the “Net Working Capital”) exceeds OMG’s pre-Closing estimated net working capital (the “Estimated Net Working Capital”), the Seller will receive additional Purchaser Shares in an amount equal to the difference between the Net Working Capital and the Estimated Net Working Capital (the “Adjustment Exchange Consideration”). Further, in addition to the Adjustment Escrow Shares and the Adjustment Exchange Consideration, up to an additional 2,700,000 Purchaser Shares may be paid to the Seller based on certain performance benchmarks following the Closing as detailed in the Business Combination Agreement (the “Earnout”).

At the Special Meeting, Company stockholders will be asked to consider and vote upon the following proposals:

Each of the Special Meeting proposals is more fully described in this proxy statement/prospectus, which each stockholder is encouraged to read carefully.

We are providing the accompanying proxy statement/prospectus and proxy cards to our stockholders in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournments or postponements thereof. Information about the Special Meeting, and the proposals to be considered by the Company’s stockholders is included in this proxy statement/prospectus. Whether or not you plan to attend the Special Meeting, we urge all stockholders to read this proxy statement/prospectus, including the Annexes and the accompanying financials statements of the Company and OMG, carefully and in their entirety. In particular, we urge you to read carefully the section entitled “Risk Factors” beginning on page 65 of this proxy statement/prospectus. These risk factors include, among other things, that, after the Closing of the Business Combination, the Company may be a “controlled company” within the meaning of the applicable rules of Nasdaq and will be a “foreign private issuer” under SEC rules, and as a result, may qualify for exemptions from certain corporate governance requirements and will comply with the SEC’s foreign private issuer filing rules, which are less rigorous that the domestic issuer filing rules with which the Company currently complies. If the Company relies on these exemptions, its stockholders will not have the same protections afforded to stockholders of companies that are subject to such requirements.

After careful consideration, our Board has unanimously approved the Business Combination Agreement and the transactions contemplated therein, and unanimously recommends that our stockholders vote “FOR” adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Business Combination, and that our stockholders, as applicable, vote “FOR” all other proposals presented to our stockholders in the accompanying proxy statement/prospectus. When you consider the Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Business Combination that may conflict with your interests. See the section entitled “Proposal No. 1—The Business Combination Proposal—Interests of Certain Persons in the Business Combination” for additional information.

Your vote is very important. Whether or not you plan to attend the Special Meeting please vote as soon as possible by following the instructions in this proxy statement/prospectus to make sure that your shares are represented at the Special Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Special Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Special Meeting virtually, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. If you are a stockholder of record and you attend the Special Meeting and wish to vote virtually, you may withdraw your proxy and vote virtually at the Special Meeting.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND THAT THE COMPANY REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO THE COMPANY’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT SUCH MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of our Board, I would like to thank you for your support of Broad Capital Acquisition Corp. and look forward to a successful completion of the Business Combination.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated [●], 2024 and is expected to be first mailed to Company stockholders on or about [●], 2024.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF

BROAD CAPITAL ACQUISITION CORP.

TO BE HELD [●], 2024

To the Stockholders of Broad Capital Acquisition Corp.:

NOTICE IS HEREBY GIVEN that a special meeting in lieu of the 2024 annual meeting of the stockholders of Broad Capital Acquisition Corp., a Delaware corporation (the “Company”), will be held on [●], 2024 at [●]:00 [●].m.] Eastern Time (the “Special Meeting”). The Special Meeting is a virtual stockholder meeting conducted exclusively via a live audio webcast at [●].

In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the Special Meeting to satisfy the requirements for a meeting of stockholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the Special Meeting, the chair or secretary of the Special Meeting will convene the meeting at 3:00 p.m. Eastern Time on the date specified above and at the offices of Nelson Mullins, 101 Constitution Avenue, Suite 900, Washington, D.C. 20001 solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair. Under either of the foregoing circumstances, we will post information regarding the announcement at [●].

You are cordially invited to attend the Special Meeting to conduct the following items of business:

The above matters are more fully described in this proxy statement/prospectus, which also includes, as Annex A, a copy of the Business Combination Agreement. We urge you to read carefully this proxy statement/prospectus in its entirety, including the Annexes and accompanying financial statements of the Company and OMG.

The record date for the Special Meeting is [●], 2024. Only stockholders of record at the close of business on that date may vote at the Special Meeting or any adjournment thereof. A complete list of our stockholders of record entitled to vote at the Special Meeting will be available for ten days before the Special Meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting.

To be admitted to the virtual Special Meeting, go to the webcast URL and enter your unique 12-digit control number. Stockholders participating in the virtual meeting will be in a listen-only mode and will not be able to speak during the webcast. However, in order to maintain the interactive nature of the virtual meeting, virtual attendees will be able to submit questions before and during the meeting through the virtual meeting portal by typing in the “Submit a question” box. You may vote during the Special Meeting by following the instructions available on the meeting website during the meeting. For technical assistance during the meeting, you can contact Continental Stock Transfer for assistance at (917) 262-2373, or via email at proxy@continentalstock.com.

Our Sponsor, officers, and directors have agreed to vote any “founder shares” or “private placement shares” they purchased before the closing of our initial public offering on January 14, 2022 (our “IPO”) and any public shares purchased during or after our IPO (including in open market and privately negotiated transactions, subject to the restrictions of Rule 14e-5 under the Exchange Act) in favor of our Business Combination. As of February 29, 2024, our Sponsor and Insiders owned approximately 63.5% of our issued and outstanding Company Shares.

Pursuant to our Amended and Restated Certificate of Incorporation, we will provide our public stockholders with the opportunity to redeem, upon the closing of the Business Combination, Company Shares, par value $0.000001 per share then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the closing of the Business Combination) in our Trust Account that holds the proceeds (including interest not previously released to the Company to fund regulatory compliance requirements and other costs related thereto and/or to pay its franchise and income taxes) of our IPO (the “Trust Account”). The per-share amount we will distribute to our stockholders who properly redeem their shares will not be reduced by the deferred underwriting commission totaling $3,555,674 that we will pay to the underwriters of our IPO, as well as other transaction expenses incurred in connection with the Business Combination. For illustrative purposes, based on the amount of cash held in the Trust Account of $19,380,163 as of March 8, 2024, the estimated per share redemption price would have been approximately $11.28. Public stockholders may elect to redeem their shares even if they vote “FOR” the Business Combination. A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of Company Shares included in the units sold in our IPO. We have no specified maximum redemption threshold under our Amended and Restated Certificate of Incorporation, other than the aforementioned 15%. We are not aware of any current individual stockholder or collective group of stockholders acting in concert that hold 15% or more of Company Shares. As a result, we have not factored this restriction into our analysis of the maximum redemption scenario.

Each redemption of Company Shares by our public stockholders will reduce the amount in our Trust Account, which held cash in the amount of $19,380,163 as of March 8, 2024. Unless the Redemption Limitation Amendment Proposal is approved, in no event will we redeem Company Shares in an amount that would result in the Company’s failure to have net tangible assets in excess of $5,000,000. In the event the Redemption Limitation Amendment Proposal is approved, we may redeem up to 1,701,267 Company Shares in the maximum redemption scenario and still retain sufficient working capital to consummate the Business Combination. Holders of our outstanding public rights do not have redemption rights in connection with the Business Combination. Unless otherwise specified, the information in the accompanying proxy statement/prospectus assumes that none of our public stockholders exercise their redemption rights with respect to their Company Shares.

Our Company Restricted Stockholders have agreed to waive their redemption rights with respect to any Company Shares they hold in connection with the consummation of the Business Combination, and the Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Our Company Restricted Stockholders are parties to a letter agreement pursuant to which they have agreed to vote any Company Shares owned by them in favor of the Business Combination and the proposals contemplated hereunder. As of February 29, 2024, our Company Restricted Stockholders owned approximately 63.5% of our issued and outstanding Company Shares.

Unless waived by the parties to the Business Combination Agreement, the closing of the Business Combination is conditioned on the approval of the Business Combination Proposal, the Nasdaq Proposal, the Charter Approval Proposal, the Director Election Proposal, and the Incentive Plan Proposal at the Special Meeting. Each of the proposals at the Special Meeting, other than the Adjournment Proposal, is conditioned on the approval of the Business Combination Proposal, the Nasdaq Proposal, the Charter Approval Proposal, the Director Election Proposal, and the Incentive Plan Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

The presence, virtually or by proxy, at the Special Meeting of the holders of shares of outstanding Common Stock of the Company representing a majority of the voting power of all outstanding shares of Common Stock entitled to vote at the Special Meeting shall constitute a quorum in order to conduct business at the Special Meeting. Approval of each of the Business Combination Proposal, the Nasdaq Proposal, the Charter Approval Proposal, the Director Election Proposal, and the Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by holders of our outstanding shares of Common Stock represented virtually or by proxy and entitled to vote thereon at the Special Meeting. Approval of the Charter Approval Proposal requires the affirmative vote of holders of a majority of our outstanding Company Shares entitled to vote thereon at the Special Meeting. Directors in the Director Election Proposal are elected by a plurality of the votes cast by the holders of our outstanding Company Shares represented virtually or by proxy and entitled to vote thereon at the Special Meeting; this means that the two individuals nominated for election to the Board who receive the most “FOR” votes will be elected. The Board unanimously recommends that you vote “FOR” each of these proposals.

TABLE OF CONTENTS

SUMMARY TERM SHEET

This summary term sheet, together with the sections entitled “Questions and Answers About the Proposals for Stockholders” and “Summary of the Proxy Statement/Prospectus,” summarizes certain information contained in this proxy statement/prospectus, but does not contain all of the information that is or may be important to you. You should read carefully this entire proxy statement/prospectus, including the attached Annexes, for a more complete understanding of the matters to be considered at the Special Meeting. In addition, for definitions used commonly throughout this proxy statement/prospectus, including this summary term sheet, see the section entitled “Frequently Used Terms.”

See the sections entitled “Proposal No. 1—The Business Combination Proposal,” “Proposal No. 2—The Nasdaq Proposal,” “Proposal No. 3—The Charter Approval Proposal,” “Proposal No. 4—The Corporate Governance Proposals,” “Proposal No. 5—The Director Election Proposal,” “Proposal No. 6—The Incentive Plan Proposal,” “Proposal No. 7—The Redemption Limitation Amendment Proposal,” and “Proposal No. 8—The Adjournment Proposal.” Unless waived by the parties to the Business Combination Agreement, the closing of the Business Combination is conditioned on the approval of the Business Combination Proposal, the Nasdaq Proposal, the Charter Approval Proposal, the Director Election Proposal, and the Incentive Plan Proposal at the Special Meeting. Each of the proposals at the Special Meeting, other than the Adjournment Proposal, is conditioned on the approval of the others. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” the “Company” refer to Broad Capital Acquisition Corp., and the term “post-combination company” refers to the Company following the consummation of the Business Combination. Unless otherwise stated or unless the context otherwise requires, all dollar amounts are provided in U.S. dollars.

In this proxy statement/prospectus:

“A$” means Australian dollars.

“ACN” means Australian Company Number.

“Acquisition Contribution and Exchange” means Purchaser’s acquisition of OMG by issuing Purchaser Shares to the Seller in exchange for the contribution by the Seller of all of the OMG Shares owned by the Seller.

“Adjustment Escrow Shares” means 100,000 Purchaser Shares.

“Adjustment Exchange Consideration” means a number of Purchaser Shares, if any, with an aggregate value equal to the excess of the Net Working Capital over the Estimated Net Working Capital, which Purchaser Shares shall have a deemed price of $10.00 per share.

“Amended and Restated Certificate of Incorporation” means our Amended and Restated Certificate of Incorporation, dated January 10, 2022, as amended on January 11, 2023, June 12, 2023, and January 9, 2024.

“ASIC” means the Australian Securities and Investments Commission.

“ASX” means the Australian Stock Exchange.

“August 2022 Transaction” means the transaction in which OMG acquired all of the stock in the material operating subsidiaries of OMG Predecessor, being substantially all the assets of OMG Predecessor.

“Australian Companies Act” means the Australian Corporations Act 2001 (Cth).

“BCA Amendment No. 1” means that certain BCA Amendment No. 1, dated as of August 1, 2023, by and among the Company, OMG, the Sponsor, and the Seller.

“BCA Amendment No. 2” means that certain BCA Amendment No. 2, effective as of January 9, 2024, by and among the Company, OMG, the Sponsor, the Seller, and the Purchaser.

“BCA Amendment No. 3” means that certain BCA Amendment No. 3, effective as of March 8, 2024, by and among the Company, OMG, the Sponsor, the Seller and the Purchaser.

“Board” means the board of directors of the applicable company.

“Business Combination” means the transactions contemplated by the Business Combination Agreement, including the Acquisition Contribution and Exchange.

“Business Combination Agreement” means that certain Business Combination Agreement, dated as of January 18, 2023 (as amended by BCA Amendment No. 1, BCA Amendment No. 2, and BCA Amendment No.3, and as it may be further amended from time to time), by and among the Company, OMG, the Sponsor, the Seller, and the Purchaser.

“Business Combination Registration Rights Agreement” means that certain registration rights agreement, to be entered into as of the closing of the Business Combination, by and among the Purchaser, the Seller, and certain other Purchaser stockholders, in the form attached hereto as Annex F.

“Closing Exchange Consideration” means the Estimated Closing Exchange Consideration plus the Adjustment Escrow Shares, if any, released to the Seller, plus the Adjustment Exchange Consideration, if any, released to the Seller.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company” means Broad Capital Acquisition Corp., a Delaware corporation.

“Company Restricted Stockholders” means the Company’s Sponsor, officers and directors.

“Company Right” means the right to receive one-tenth of one Company Share upon closing of the Business Combination.

“Company Shares” means the shares of common stock, par value $0.000001 per share, of the Company.

“Company Unit” means a unit of the Company, comprised of one Company Share and one Company Right.

“Constitution” means the Constitution of OMGL Holdings Ltd, an Australian public limited company.

“DGCL” means the General Corporation Law of the State of Delaware.

“Earnout” means the contingent Exchange Consideration, not to exceed 2,700,000 Purchaser Shares.

“Employment Agreement” means that certain form of employment agreement by and between OMG and each of the following executive officers of OMG: Daniel Jowett, Nick Hornstein, Hetal Majithia, Aurelien Garreau, Scott Anderson and Robert Forbes.

“Escrow Agreement” means the agreement substantially in the form attached hereto as Annex H between Continental Stock Transfer & Trust Company, Seller, the Purchaser, as the successor to the Company, and Indemnified Party Representative with respect to the Escrow Shares.

“Escrow Shares” means, collectively, the Adjustment Escrow Shares (100,000 Purchaser Shares), the Earnout Escrow Shares (2,700,000 Purchaser Shares) and the Indemnification Escrow Shares (a to be determined number of Purchaser Shares based on the Estimated OMG Investigations and Disputes Losses), in each case as defined in the Business Combination Agreement.

“Estimated Closing Exchange Consideration” means 4,800,000 Purchaser Shares (a) minus the amount of the estimated Closing net indebtedness, (b) minus the amount of the Estimated OMG Investigations and Disputes Losses, (c) plus the amount by which the estimated net working capital exceeds the net working capital target, or minus the amount by which the net working capital target exceeds the estimated net working capital, with all such adjustments (a) through (c) being made by addition or subtraction of Purchaser Shares with a deemed value of $10.00 per share.

“Estimated OMG Investigations and Disputes Losses” means the estimated amount of certain losses that may be incurred by OMG as a result of certain ongoing investigations and disputes concerning OMG.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Consideration” means the Closing Exchange Consideration plus (i) the Earnout paid to Seller, if any, pursuant hereto, and (ii) the Indemnification Escrow Shares (as defined in the Business Combination Agreement) released to the Seller, if any, pursuant hereto and pursuant to the Escrow Agreement.

“FIRB” means the Australian Government Foreign Investment Review Board.

“First Extension Special Meeting” means the special meeting of the stockholders of the Company held on January 10, 2023, at which such stockholders approved, among other matters, the amendment of the Company’s Amended and Restated Certificate of Incorporation and the Trust Agreement to allow the Company to extend the date by which the Company must complete its initial business combination from January 13, 2023 to October 13, 2023, on a month-to-month basis up to nine times.

“Founder Shares” means 2,539,767 Company Shares, all of which are held by our Sponsor.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“IFRS” means the International Financial Reporting Standards.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Incentive Plan” means the OMGL Holdings Ltd 2024 Incentive Plan, in the form attached as Annex C to this proxy statement/prospectus, to become effective at the closing of the Business Combination.

“Indemnification Escrow Shares” means a number of Purchaser Shares initially equal to the Estimated OMG Investigations and Disputes Losses, based on the value assigned to each potential loss or each such investigation or dispute as agreed by the Company and OMG, and based on a deemed value of $10.00 per Purchaser Share.

“Indemnified Party Representative” means our Sponsor.

“Insiders” means the Company’s officers and directors.

“IPO” means the Company’s initial public offering, consummated on January 13, 2022, through the sale of 10,159,069 public units (including 159,069 public units sold pursuant to the underwriters’ exercise of their over-allotment option) at $10.00 per unit.

“IPO Registration Rights Agreement” means that certain registration rights agreement, dated January 10, 2022, by and among the Company, the Sponsor, and certain other securityholders of the Company.

“Lock-Up Agreement” means that certain lock-up agreement by and among the Purchaser, as the successor to the Company, the Seller, and any person or entity who receives Purchaser Shares on behalf of the Seller to be entered into at the closing of the Business Combination.

“Liquidation” means the liquidation of the Company to be initiated following the Redomestication Merger and prior to the Acquisition Contribution and Exchange, such that all assets of the Company are, or shall be, transferred to and all liabilities of the Company are, or shall be, assumed by Purchaser.

“Merger Sub” means OMGH Merger Sub Corp., a to-be-formed Delaware corporation.

“Nasdaq” means The Nasdaq Stock Market, LLC or the Nasdaq Global Market, which is a tier of The Nasdaq Stock Market, as the context requires.

“Nelson Mullins” means Nelson Mullins Riley & Scarborough LLP, counsel to the Company.

“Non-Competition Agreement” means that certain non-competition and non-solicitation agreement by and among the Company, the Seller, and OMG to be entered into at the closing of the Business Combination.

“OMG” means Openmarkets Group Pty Ltd (ACN 660 155 000), an Australian proprietary limited company, and where the context requires, its subsidiaries.

“OMG Predecessor” means ACN 159 661 453 Ltd. (the entity formerly known as Openmarkets Group Ltd), whose ACN is also 159 661 453), an Australian limited company, which owned and operated the business now substantially owned and operated by OMG until August 30, 2022.

“OMG Shares” means all of the issued and outstanding shares of capital stock of OMG.

“Openmarkets” means Openmarkets Australia Ltd (ACN 090 472 012), an Australian limited company, and the core brokerage business operated by it.

“Private Placement Shares” means those Company Shares issued to our Sponsor in a private placement on the IPO closing date.

“Private Placement Units” means those units, each comprised of one Company Share and one Company Right to receive one-tenth of a Purchaser Share at the Closing of the Business Combination, issued to our Sponsor in a private placement on the IPO closing date.

“public shares” means Company Shares included in the units issued in the Company’s IPO.

“public stockholders” means holders of public shares, including our Sponsor to the extent our Sponsor holds public shares, provided, that our Sponsor will be considered a “public stockholder” only with respect to any public shares held by it.

“public units” or “units” means one Company Share and one Company Right, whereby each public right entitles the holder thereof to receive one-tenth of a Purchaser Share at the Closing of the Business Combination.

“public rights” means the Company Rights included in the Company Units issued in the Company’s IPO, each of which entitles the holder to receive one-tenth of a Purchase Shares at the Closing of the Business Combination.

“Purchaser” means Broad Capital Acquisition Ltd, an Australian public limited company formed on March 16, 2023, which name will be amended at Closing to be OMGL Holdings Ltd.

“Purchaser Parties” means the Company, Purchaser and Merger Sub.

“Purchaser Shares” means ordinary shares of the post-combination Purchaser.

“Purchaser Right” means the right to receive one-tenth of one Purchaser Share upon the Closing of the Business Combination.

“Purchaser Unit” means one Purchaser Share and one Purchaser Right.

“record date” means ____________.

“Redomestication Merger” means the merger of Merger Sub with and into the Company with the Company continuing as the surviving corporation and as a wholly owned subsidiary of Purchaser, which is an Australian public limited company.

“Related Agreements” means, collectively, the Lock-Up Agreement, the Business Combination Registration Rights Agreement, the Non-Competition Agreement, the Employment Agreements and the Escrow Agreement.

“Rights Agent” means Continental Stock Transfer & Trust Company.

“SEC” means the United States Securities and Exchange Commission.

“Seller” means BMYG OMG Pty Ltd (ACN 620 123 471) an Australian proprietary limited company and, in its capacity as trustee, the sole stockholder of record of OMG.

“Second Extension Special Meeting” means the special meeting of the stockholders of the Company held on June 9, 2023, at which such stockholders approved, among other matters, the amendment of the Company’s Amended and Restated Certificate of Incorporation and the Trust Agreement to allow the Company to extend the date by which the Company must complete its initial business combination from October 13, 2023 to January 13, 2024, on a month-to-month basis up to three times.

“Securities Act” means the Securities Act of 1933, as amended.

“Special Meeting” means the special meeting of the stockholders of the Company that is the subject of this proxy statement/prospectus.

“Sponsor” means Broad Capital LLC, a Delaware limited liability company.

“Stockholder Approval Matters” means proposal numbers 1 through 7 as set forth in this proxy statement/prospectus.

“Third Extension Special Meeting” means the special meeting of the stockholders of the Company held on January 8, 2024, at which such stockholders approved, among other matters, the amendment of the Company’s Amended and Restated Certificate of Incorporation and the Trust Agreement to allow the Company to extend the date by which the Company must complete its initial business combination from January 13, 2024 to January 13, 2025, on a month-to-month basis up to twelve times.

“TradeFloor” means TradeFloor Pty Ltd (ACN 603 351 024), an Australian proprietary limited company, and where the context requires, the options risk management software operated by it.

“TradeFloor Holdings” means TradeFloor Holdings Pty Ltd (ACN 603 342 329), an Australian proprietary limited company.

“TradeFloor IPCO” means TradeFloor IPCO Pty Ltd (ACN 603 351 015), an Australian proprietary limited company.

“Transfer Agent” means Continental Stock Transfer & Trust Company.

“Trust Account” means the trust account of the Company that holds the proceeds from the Company’s IPO.

“Trust Agreement” means that certain Investment Management Trust Agreement, dated January 10, 2022, by and between the Company and Continental Stock Transfer & Trust Company, as amended to date.

“Trustee” means Continental Stock Transfer & Trust Company.

“U.S. GAAP” means accounting principles generally accepted in the United States of America.

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR STOCKHOLDERS

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the Special Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to our stockholders. We urge stockholders to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the Special Meeting, which will be held on [●], 2024 at [●]:00 [●].m.] Eastern Time. The Special Meeting is a virtual stockholder meeting conducted exclusively via a live audio webcast at [●].

Continental Stock Transfer & Trust Company

1 State Street 30th Floor

New York, New York 10004

Attention: Mark Zimkind

Email: mzimkind@continentalstock.com

Broad Capital Acquisition Corp.

6208 Sandpebble Ct.

Dallas, TX 75254

(469) 951-3088

Attention: Johann Tse, Chief Executive Officer

Email: johann.tse@brac-spac.com

You may also contact our proxy solicitor at:

Laurel Hill Advisory Group, LLC

2 Robbins Lane, Suite 201

Jericho, NY 11753

Email: BRAC@laurelhill.com

To obtain timely delivery, our stockholders must request the materials no later than five business days prior to the Special Meeting.

You may also obtain additional information about us from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to our Transfer Agent prior to the Special Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your stock, please contact our Transfer Agent:

Continental Stock Transfer & Trust Company

1 State Street 30th Floor

New York, New York 10004

Attention: Mark Zimkind

Email: mzimkind@continentalstock.com

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information contained in this proxy statement/prospectus and does not contain all of the information that may be important to you. You should read carefully this entire proxy statement/prospectus, including the Annexes and accompanying financial statements of the Company and OMG, to fully understand the proposed Business Combination (as described below) before voting on the proposals to be considered at the Special Meeting (as described below). See the section entitled “Where You Can Find More Information” beginning on page 323 of this proxy statement/prospectus.

Unless otherwise specified, all share calculations assume the conversion of all Company Rights at the closing of the Business Combination and assume that (i) no additional Company Shares are redeemed in connection with the Business Combination, (ii) no awards are issued under the Incentive Plan (other than the initial contemplated awards for an aggregate of 250,000 Purchaser Shares, (iii) no Escrow Shares are returned to Purchaser as a result of the OMG Investigations and Disputes Losses or adjustments to OMG’s closing net working capital, and (iv) the Company does not engage in any other kind of equity financing prior to the Closing.

Parties to the Business Combination

Purchaser Parties

The Company is a blank check company incorporated in the State of Delaware on April 16, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

The Company’s securities are currently listed on the Nasdaq Global Market under the symbols “BRAC,” “BRACR” and “BRACU,” respectively. The closing of the Business Combination is contingent upon, among other things, the Purchaser Shares being listed on Nasdaq, subject to the consummation of the Business Combination, and, accordingly, we intend to apply to continue the listing of the post-combination Purchaser Shares on Nasdaq under the symbol “OMG” prior to the closing of the Business Combination. In connection with the consummation of the Business Combination, the Company’s successor, the Purchaser, will be known as OMGL Holdings Ltd.

The mailing address of the Company’s principal executive office is 6208 Sandpebble Ct., Dallas, TX 75254.

The Purchaser, Broad Capital Acquisition Ltd., is an Australian public limited company, and the mailing address of its principal executive office is Level 28, 1 Market Street, Sydney NSW 2000, Australia. The Purchaser is currently wholly owned by the Sponsor, who paid nominal consideration for its shares. On February 9, 2024, the Purchaser converted to an Australian public limited company and changed its name to Broad Capital Acquisition Ltd. Upon the closing of the Business Combination, Purchaser will change its name again to OMGL Holdings Ltd. by filing notice of the approval of resolutions adopted by the Purchaser’s board of directors and sole shareholder, the Sponsor, approving the name change and the adoption of the Purchaser’s new Constitution, together with a copy of such Constitution with ASIC, the Australian regulator that is responsible for such matters. The name change and new Constitution will become effective immediately upon filing. In connection with the closing of the Business Combination, the Redomestication Merger and the Acquisition Contribution and Exchange, the Purchaser will succeed to the Company, all Company shareholders will exchange their Company Shares for Purchaser Shares and Purchaser will become listed on Nasdaq.

Merger Sub, OMGH Merger Sub Corp., is a to-be-formed Delaware corporation, and will be a wholly owned subsidiary of the Purchaser formed solely for purposes of the Redomestication Merger. The mailing address of the principal executive office of Merger Sub will be Level 28, 1 Market Street, Sydney NSW 2000, Australia.

The Redomestication Merger is expected to be subject to Rule 145 of the Securities Act as the Company’s stockholders are being asked to vote upon a plan for a merger in which the Company Shares and Company Rights will be exchanged for securities of a person—in this case, the Purchaser—in connection with the approval of the Redomestication Merger. Pursuant to the provisions of Rule 145, this exchange constitutes a sale of the securities involved as the Company’s stockholders are being asked, in substance, to make a new investment decision in the Purchaser. Accordingly, the Purchaser Shares and Purchaser Rights issued in connection with the Redomestication Merger are being registered under the Securities Act by the Registration Statement on Form S-4 of which this proxy statement/prospectus is a part of.

Indemnified Party Representative

Our Sponsor, Broad Capital LLC, a Delaware limited liability company, will act as the Indemnified Party Representative under the Business Combination Agreement. The mailing address of our Sponsor’s principal executive office is 6208 Sandpebble Ct., Dallas, TX 75254.

The purpose of the Indemnified Party Representative is to protect the interests of the public shareholders following the closing of the Business Combination. Pursuant to the Business Combination Agreement, the Indemnified Party Representative may bring indemnification claims against the Seller based on all losses or costs incurred in connection with (i) the breach or inaccuracy of any representation or warranty made by the Seller and OMG regarding certain litigation, actions, proceedings, or judgments against OMG or its subsidiaries or (ii) fraud or willful misconduct on the part of the Seller or OMG. Shareholders cannot initiate or enforce the indemnification provisions directly. In the event that the public shareholders of the Company are entitled to any indemnification pursuant to the foregoing, the Purchaser, through the Indemnified Party Representative, shall be paid exclusively from the Indemnification Escrow Shares, until exhausted, and then from any other Escrow Shares that may still be held by the Escrow Agent, if any, in accordance with the Escrow Agreement, until exhausted. For the purposes of the foregoing, all Escrow Shares shall be valued at $10.00 per share.

Any Purchaser Shares received by the Indemnified Party Representative as a result of indemnification claims would be returned to the Purchaser for cancellation. The Company’s shareholders, including the public stockholders, will benefit as a result of the decreased dilution they will experience in their Purchaser Shares but they will not directly receive cash or additional equity in the Purchaser as a result of a successful indemnification claim.

OMG

Openmarkets Group Pty Ltd, or OMG, is an Australian proprietary limited company and is the company we are acquiring pursuant to the Business Combination Agreement. The mailing address of OMG’s principal executive office is Level 15, 388 George Street, Sydney NSW 2000.

OMG’s Business

OMG is an Australian financial services technology group providing services to various client groups—Fintechs, dealer groups and private wealth advisers, traders, and stockbrokers. For more information about OMG, see the sections entitled “Business of OMG,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of OMG Predecessor and OMG,” and “Management after the Business Combination.”

Proposals to be Considered at the Special Meeting

1. The Business Combination Proposal

We are asking our stockholders to adopt the Business Combination Agreement and approve the transactions contemplated thereby, including the Business Combination. Our stockholders should carefully read this proxy statement/prospectus in its entirety for more detailed information concerning the Business Combination Agreement. For more information about the transactions contemplated by the Business Combination Agreement, see the section entitled “Proposal No. 1–The Business Combination Proposal.” A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

Exchange Consideration to Seller

Following the Redomestication Merger and Liquidation, the Seller will contribute all of the issued and outstanding equity securities of OMG to the Purchaser in exchange for approximately 4,800,000 Purchaser Shares, which shares shall have a deemed value of $10.00 per share for the purposes of all calculations and adjustments under the Business Combination Agreement, with such Exchange Consideration subject to adjustment based on OMG’s net indebtedness, working capital, and indemnification obligations following the Closing as detailed in the Business Combination Agreement. Adjustments to the Exchange Consideration shall be made from Purchaser Shares placed in escrow pursuant to the Escrow Agreement (as defined below), which Escrow Shares shall be released to either the Purchaser or the Seller based on the nature of the adjustment to the Exchange Consideration. Additionally, in the event OMG’s net working capital at the Closing exceeds OMG’s pre-Closing estimated net working capital, the Seller will receive additional Purchaser Shares in an amount equal to the difference between the Net Working Capital and the Estimated Net Working Capital. Further, in addition to the Adjustment Escrow Shares and the Adjustment Exchange Consideration, an additional 2,700,000 Purchaser Shares may be paid to the Seller as an Earnout based on the achievement of certain performance benchmarks following the Closing as detailed in the Business Combination Agreement.

Earnout

The 2,700,000 Purchaser Shares that may be paid as an Earnout will only be payable if the Purchaser achieves certain revenue targets during the first three 12-month periods commencing with its fiscal year ending June 30, 2025. Up to one-third of the maximum 2.7 million Purchaser Shares comprising the Earnout may be earned during the first 12-month period, up to one-third of the maximum 2.7 million Purchaser Shares comprising the Earnout may be earned during the second 12-month period, and up to one-third of the maximum 2.7 million Purchaser Shares comprising the Earnout may be earned during the third 12-month period if the Purchaser achieves actual revenues that exceed certain agreed upon thresholds for each such period. The thresholds are A$20,003,657 for the year ending June 30, 2025, A$28,122,019 for the fiscal year ending June 30, 2025, and A$62,191,809 for the fiscal year ending June 30, 2027. Assuming actual revenues exceed threshold revenues for the applicable earnout period, the amount of the Earnout to be paid, in Purchaser Shares, would be calculated as follows: actual revenues less threshold revenues divided by “target revenues” less threshold revenues. “Target revenues” for each of the earnout periods are A$25,004,574 for the year ending June 30, 2025, A$35,152,524 for the year ending June 30, 2026 and A$77,739,761 for the year ending June 30, 2027. The Earnout also provides that, in general, material new business opportunities must be reasonably expected to meet certain gross profit and EBITDA metrics.

Representations and Warranties

The Business Combination Agreement contains customary representations and warranties by each of the Purchaser Parties, the Seller and OMG. Certain of the representations are subject to specified exceptions and qualifications contained in the Business Combination Agreement or in information provided pursuant to certain disclosure schedules to the Business Combination Agreement.

Covenants

Under the Business Combination Agreement, each party agrees to use its commercially reasonable efforts to effect the Closing. The Business Combination Agreement also contains certain customary covenants by the parties during the period between the signing of the Business Combination Agreement and the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms, including covenants regarding the conduct of their respective businesses, reasonable best efforts, access, confidentiality and public announcements, delivery of financial statements, the Company’s proxy statement for the transaction, notice of breaches, consents, settlement of liabilities, indemnification of directors and officers, and other customary covenants.

Conditions to Closing of the Business Combination

The respective obligations of the parties to consummate the Business Combination are subject to customary closing conditions unless waived, including:

Unless waived by Purchaser, the obligations of Purchaser to consummate the Business Combination are also subject to the satisfaction of the following closing conditions, in addition to customary certificates and other closing deliveries: all of the representations and warranties of OMG and of the Seller contained in the Business Combination Agreement, disregarding all qualifications and exceptions contained therein relating to materiality or a material adverse effect on OMG, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date of the Business Combination Agreement, and (ii) be true and correct as of the closing of the Business Combination (or if the representations and warranties speak only as of a specific date prior to the closing of the Business Combination, such representations and warranties need only to be true and correct as of such earlier date), in the case of (i) and (ii), other than as have not in the aggregate had and would not in the aggregate reasonably be expected to have a material adverse effect on OMG; provided, however, that the “Seller Fundamental Representations” and the “Company Fundamental Representations” (each as defined in the Business Combination Agreement) shall not be subject to any material adverse effect qualifier, and all “Seller Fundamental Representations” and “Company Fundamental Representations” shall be true and correct except for de minimis inaccuracies.

Unless waived by OMG and Seller, the obligations of OMG and Seller to consummate the Business Combination are also subject to the satisfaction of the following closing conditions, in addition to customary certificates and other closing deliveries: all of the representations and warranties of the Purchaser and Company contained in the Business Combination Agreement, disregarding all qualifications and exceptions contained therein relating to materiality or a material adverse effect on the Purchaser and Company, taken together, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date of the Business Combination Agreement and (ii) be true and correct as of the closing of the Business Combination (except for representation and warranties that speak as of a specific date prior to the closing of the Business Combination, in which case such representations and warranties need only to be true and correct as of such earlier date), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a material adverse effect on the Purchaser and Company, taken together; provided, however, that the “Purchaser Fundamental Representations” (as defined in the Business Combination Agreement) shall not be subject to any material adverse effect qualifier, and the “Purchaser Fundamental Representations” shall be true and correct except for de minimis inaccuracies.

Further, each of the Company, the Purchaser, Merger Sub, OMG and the Seller shall have performed all of its respective covenants and obligations under the Business Combination Agreement (unless waived) and shall have received a copy of each of the Lock-up Agreement, Employment Agreements, Escrow Agreement, Non-Compete Agreement, and Business Combination Registration Rights Agreement, duly executed by the parties thereto.

See the section entitled “Proposal No. 1 –The Business Combination – Conditions to Closing of the Business Combination” for additional information.

Termination and Termination Fee

The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including:

If the Business Combination Agreement is terminated (i) due to a breach of a representation or warranty or the failure of a covenant by OMG or Seller and such breach or failure leads to the inability of OMG or Seller to satisfy one of its closing conditions, which breach or failure is not cured, or (ii) due to OMG’s decision to pursue an alternative proposal, in general, OMG and the Seller shall be required to pay the Company a termination fee equal to $5,000,000 and reimburse the Company for its reasonable out-of-pocket expenses. In addition, if the Business Combination Agreement is terminated because certain litigation arises with respect to OMG that would prevent the Purchaser from closing the Business Combination by January 1, 2024, in general, OMG and Seller shall be required to reimburse the Company for its reasonable out-of-pocket expenses, without a separate termination fee.

Indemnification

The Seller has agreed to indemnify the Company and its affiliates for any losses any of them may incur due to certain litigation or other types of actions that may arise against OMG prior to the Closing of the Business Combination subject to certain conditions and limitations. After the Business Combination, the Sponsor will serve as the Indemnified Party Representative to act on behalf of all pre-Business Combination shareholders with respect to any indemnification claims that might need to be made against the Seller. Shareholders cannot initiate or enforce the indemnification provisions directly. Pursuant to the Business Combination Agreement, the Indemnified Party Representative may bring indemnification claims against the Seller based on all losses or costs incurred in connection with (i) the breach or inaccuracy of any representation or warranty made by the Seller and OMG regarding certain litigation, actions, proceedings, or judgments against OMG or its subsidiaries or (ii) fraud or willful misconduct on the part of the Seller or OMG. In the event that the public stockholders of the Company are entitled to any indemnification pursuant to the foregoing, the Purchaser, through the Indemnified Party Representative, shall be paid exclusively from the Indemnification Escrow Shares, until exhausted, and then from any other Escrow Shares that may still be held by the Escrow Agent, if any, in accordance with the Escrow Agreement, until exhausted. For the purposes of the foregoing, all Escrow Shares shall be valued at $10.00 per share. Any Purchaser Shares received by the Indemnified Party Representative as a result of indemnification claims would be returned to the Purchaser for cancellation. The Company’s shareholders, including the public stockholders, will benefit as a result of the decreased dilution they will experience in their Purchaser Shares but they will not directly receive cash or additional equity in the Purchaser as a result of a successful indemnification claim.

Related Agreements

a. Escrow Agreement

Prior to the closing of the Business Combination, the Purchaser, as the successor to the Company, the Seller, and a mutually agreed upon escrow agent shall enter into the Escrow Agreement, pursuant to which, among other things, the parties shall cause the Escrow Shares to be held in escrow for use in connection with any adjustments to the Exchange Consideration, for payment of the Earnout and for any indemnification claims.

The foregoing summary of the Escrow Agreement is not complete and is qualified in its entirety by reference to the complete text of the Escrow Agreement set forth in Annex H.

b. Lock-Up Agreement

At the closing of the Business Combination, the Purchaser, as the successor to the Company, the Seller, and any person or entity who receives Purchaser Shares on behalf of the Seller shall enter into a lock-up agreement, pursuant to which, among other things, and subject to certain exceptions, the Purchaser Shares held by the Seller or any such other person or entity will be locked-up for a period of up to twelve months from the date of the closing of the Business Combination, in accordance with the terms set forth therein.

The foregoing summary of the Lock-Up Agreement is not complete and is qualified in its entirety by reference to the complete text of the Lock-Up Agreement set forth in Annex E.

c. Non-Competition Agreement

At the closing of the Business Combination, the Purchaser, as the successor to the Company, and its affiliates, successors, and indirect and direct subsidiaries, OMG and its affiliates, successors, and indirect and direct subsidiaries, and the Seller shall enter into a non-competition and non-solicitation agreement, pursuant to which, among other things, the Seller will agree not to (i) compete with the business of the post-combination company for a period of five (5) years following the closing of the Business Combination, among other matters, or (ii) solicit the employees or customers of the Purchaser, OMG, or their affiliates for a period of five (5) years following the closing of the Business Combination, among other matters.

The foregoing summary of the Non-Competition Agreement is not complete and is qualified in its entirety by reference to the complete text of the Non-Competition Agreement set forth in Annex G.

d. Business Combination Registration Rights Agreement

At the closing of the Business Combination, the Purchaser, as the successor to the Company, and the Seller shall enter into a registration rights agreement, pursuant to which, among other things, the Purchaser will be obligated to file a registration statement to register the resale of the Purchaser Shares held by the Seller. The Business Combination Registration Rights Agreement will also provide the Seller with “piggy-back” registration rights, subject to certain requirements and customary conditions.

The foregoing summary of the Business Combination Registration Rights Agreement is not complete and is qualified in its entirety by reference to the complete text of the Business Combination Registration Rights Agreement set forth in Annex F.

e. Employment Agreements

The executive officers of OMG have entered into, or following the closing of the Business Combination will enter into, employment agreements with OMG. For a description of these agreements see “Management after the Business Combination—Executive Officers.”

Organizational Structure before and after Business Combination

Pre-Business Combination

Redomestication Merger and Dissolution

Business Combination

Redemption Rights

The Company will provide its public stockholders with the opportunity to redeem all or a portion of their Company Shares upon the completion of its initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination including interest earned on the funds held in the trust account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is approximately $10.00 per public share. The per-share amount the Company will distribute to investors who properly redeem their Company Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which, they have agreed to waive their redemption rights with respect to any Founder Shares and any public shares held by them in connection with the completion of the Company’s business combination.

Interests in Subsidiaries

The interest in subsidiaries of OMG and OMG Predecessor as of June 30, 2023, August 30, 2022 and June 30, 2022 are listed below:

⁽¹⁾ The indicated percentages reflect both dispositive rights and voting rights with respect to the shares of the applicable subsidiary.

⁽²⁾ On October 3, 2023, Tchourilov FT and Janiczak FT transferred all of their shares in TradeFloor Holdings to Openmarkets (Holdings) Pty Ltd pursuant to the September 23 Deed such that from and after that date, TradeFloor Holdings has been a wholly owned subsidiary of Openmarkets (Holdings) Pty Ltd.

⁽³⁾ The remaining 7% of Openmarkets Trading shares were acquired upon exercise of an option on August 19, 2022. See “Business of OMG – Subsidiaries’ Histories.” Openmarkets Trading Pty Ltd was previously known as Cannon Trading Pty Limited.

2. The Nasdaq Proposal

A proposal to approve, for purposes of complying with applicable Nasdaq listing rules, the issuance of more than 20% of the issued and outstanding Purchaser Shares and the resulting change in control in connection with the Business Combination. For more information on the Nasdaq Proposal, see the section entitled “Proposal No. 2–The Nasdaq Proposal.”

3. The Charter Approval Proposal

Upon the closing of the Business Combination, the Purchaser will adopt the Constitution, which will reflect, among other things, the following differences from our Amended and Restated Certificate of Incorporation:

For more information about the Charter Approval Proposal, see the section entitled “Proposal No. 3—Charter Approval Proposal.

4. The Corporate Governance Proposals

Proposals with respect to certain governance provisions in the Constitution, which are separately being presented in accordance with SEC guidance and which will be voted upon on a non-binding advisory basis. In the judgment of our Board, these provisions will address the needs of the post-combination company. Accordingly, regardless of the outcome of the non-binding advisory vote on these proposals, the Company and parties to the Business Combination Agreement intend that the Constitution in the form set forth on Annex B will take effect upon consummation of the Business Combination.

5. The Director Election Proposal

Our Board is currently divided into three classes, with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term.