Cover
Cover | 12 Months Ended |
Dec. 31, 2023 | |
Entity Addresses [Line Items] | |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 4 |
Entity Registrant Name | BROAD CAPITAL ACQUISITION LTD |
Entity Central Index Key | 0001970371 |
Entity Incorporation, State or Country Code | C3 |
Entity Address, Address Line One | Level 28, 1 Market Street |
Entity Address, City or Town | Sydney |
Entity Address, Postal Zip Code | NSW 2000 |
City Area Code | +61 2 |
Local Phone Number | 9265 3030 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 6208 Sandpebble Ct. |
Entity Address, City or Town | Dallas |
Entity Address, State or Province | TX |
Entity Address, Postal Zip Code | 75254 |
City Area Code | 469 |
Local Phone Number | 951-3088 |
Contact Personnel Name | Johann Tse |
Balance Sheets
Balance Sheets - Broad Capital Acquisition Corp [Member] - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash | $ 15,282 | $ 391,924 |
Prepaid expenses | 29,091 | |
Total Current Assets | 44,373 | 391,924 |
Cash and Marketable Securities held in trust account | 50,772,949 | 104,162,029 |
Total Assets | 50,817,322 | 104,553,953 |
Current liabilities | ||
Accrued expenses | 1,253,332 | 648,885 |
Accounts payable | 733,800 | 200,028 |
Franchise tax payable | 42,759 | 195,138 |
Income tax payable | 634,874 | 285,662 |
Extension loans | 2,903,628 | |
Working capital loan | 754,748 | |
Excise tax liability | 584,031 | |
Total Current Liabilities | 6,907,172 | 1,329,713 |
Deferred underwriter commission | 3,555,674 | 3,555,674 |
Total Liabilities | 10,462,846 | 4,885,387 |
Commitments and Contingencies | ||
Common Stock subject to possible redemption; 4,522,582 shares (at $11.08 per share) as of December 31, 2023 and 10,159,069 shares (at $10.23 per share) as of December 31, 2022 | 50,095,136 | 103,962,029 |
Stockholders’ Deficit | ||
Preference Shares, $0.000001 par value; 1,000,000 shares authorized; none issued and outstanding at December 31, 2023 and December 31, 2022 | ||
Common Stock, $0.000001 par value, 100,000,000 shares authorized; 2,990,897 issued and outstanding (excluding 4,522,582 shares and 10,159,069 shares subject to possible redemption on December 31, 2023 and December 31, 2022 respectively | 3 | 3 |
Additional paid-in capital | ||
Accumulated deficit | (9,740,663) | (4,293,466) |
Total Stockholders’ Deficit | (9,740,660) | (4,293,463) |
Total Liabilities and Stockholders’ Deficit | $ 50,817,322 | $ 104,553,953 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - Broad Capital Acquisition Corp [Member] - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Restructuring Cost and Reserve [Line Items] | ||
Common stock subject to possible redemption, shares | 4,522,582 | 10,159,069 |
Temporary equity, par value | $ 11.08 | $ 10.23 |
Preferred stock, par value | $ 0.000001 | $ 0.000001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.000001 | $ 0.000001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 2,990,897 | 2,990,897 |
Common stock, shares outstanding | 2,990,897 | 2,990,897 |
Statements of Operations
Statements of Operations - Broad Capital Acquisition Corp [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Formation and operating costs | $ (2,409,672) | $ (1,508,247) |
Franchise tax | (200,000) | (195,138) |
Loss from Operations | (2,609,672) | (1,703,385) |
Other Income (Expenses) | ||
Interest expense | (120,229) | |
Interest earned on marketable securities held in trust account | 2,752,194 | 1,555,432 |
Net Income (Loss) Before Tax | 22,293 | (147,953) |
Income tax | (536,212) | (285,662) |
Net Income (Loss) | $ (513,919) | $ (433,615) |
Weighted average shares outstanding of Common Stock - Basic | 8,551,292 | 13,000,236 |
Weighted average shares outstanding of Common Stock - Diluted | 8,551,292 | 13,000,236 |
Basic net loss per share of Common Stock | $ (0.06) | $ (0.03) |
Diluted net loss per share of Common Stock | $ (0.06) | $ (0.03) |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Deficit - Broad Capital Acquisition Corp [Member] - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total Stockholders Deficit [Member] |
Balance at Dec. 31, 2021 | $ 3 | $ 24,997 | $ (20,095) | $ 4,905 |
Balance, shares at Dec. 31, 2021 | 2,875,000 | |||
Remeasurement of common stock subject to redemption | (1,355,432) | (1,355,432) | ||
Net loss | (433,615) | (433,615) | ||
Sale of Units in Initial Public Offering | $ 10 | 101,590,680 | 101,590,680 | |
Sale of Units in Initial Public Offering, shares | 10,159,069 | |||
Class A Common Stock subject to possible redemption | $ (10) | (102,606,587) | (102,606,597) | |
Class A Ordinary Shares subject to possible redemption, shares | (10,159,069) | |||
Sale of Private Placement Units | 4,511,300 | 4,511,300 | ||
Sale of Private Placement Units, shares | 451,130 | |||
Offering and Underwriting costs | (2,449,040) | (2,449,040) | ||
Forfeiture of Insider Shares | ||||
Forfeiture of Insider Shares, shares | (335,233) | |||
Deferred underwriting commission | (3,555,674) | (3,555,674) | ||
Accretion of Redeemable Shares | 2,484,324 | (2,484,324) | ||
Balance at Dec. 31, 2022 | $ 3 | (4,293,466) | (4,293,463) | |
Balance, shares at Dec. 31, 2022 | 2,990,897 | |||
Additional amount deposited into trust | (2,903,628) | (2,903,628) | ||
Remeasurement of common stock subject to redemption | (1,445,619) | (1,445,619) | ||
Excise tax | (584,031) | (584,031) | ||
Net loss | (513,919) | (513,919) | ||
Balance at Dec. 31, 2023 | $ 3 | $ (9,740,663) | $ (9,740,660) | |
Balance, shares at Dec. 31, 2023 | 2,990,897 |
Statements of Cash Flows
Statements of Cash Flows - Broad Capital Acquisition Corp [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (513,919) | $ (433,615) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (2,752,194) | (1,555,432) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (29,090) | |
Account payables | 533,771 | 200,028 |
Accrued expenses | 604,447 | 497,558 |
Franchise tax payable | (152,379) | 195,138 |
Income tax payable | 536,212 | 285,662 |
Net cash used in operating activities | (1,773,152) | (810,661) |
Cash flows from investing activities: | ||
Cash withdrawn from Trust Account in connection with redemption | 58,403,139 | |
Interest withdraws from Trust Account for taxes | 641,762 | |
Investment of cash in Trust Account | (2,903,628) | (102,606,597) |
Net cash provided by (used in) investing activities | 56,141,273 | (102,606,597) |
Cash flows from financing activities: | ||
Redemption of Common Stock | (58,403,139) | |
Proceeds from Working capital loan | 754,748 | |
Proceeds from Extension loan | 2,903,628 | |
Proceeds from sale of Units, net of IPO costs | 99,429,074 | |
Proceeds from sale of Placement Units | 4,511,301 | |
Repayment of Promissory note – related party | (133,357) | |
Net cash provided by (used in) financing activities | (54,744,763) | 103,807,018 |
Net change in cash | (376,642) | 389,760 |
Cash at the beginning of the period | 391,924 | 2,164 |
Cash at the end of the period | 15,282 | 391,924 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Extension Funds attributable to common stock subject to redemption | 2,903,628 | |
Remeasurement of Common Stock subject to redemption | 1,445,619 | 1,355,432 |
Excise tax liability | 584,031 | |
Deferred underwriting fee payable | 3,555,674 | |
Initial Classification of Common Stock subject to redemption | 102,606,597 | |
Deferred offering costs paid for by Promissory note – related party | $ 176 |
DESCRIPTION OF ORGANIZATION, BU
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2023 | |
Broad Capital Acquisition Corp [Member] | |
Restructuring Cost and Reserve [Line Items] | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS Broad Capital Acquisition Corp (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 acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Financing As of December 31, 2023, the Company had not commenced any operations. All activity from April 16, 2021 (inception) through December 31, 2023, relates to the Company’s formation, the Initial Public Offering (as defined below), and its pursuit of an initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company’s sponsor is Broad Capital LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 10, 2022. On January 13, 2022, the Company closed its Initial Public Offering of 10,000,000 10.00 100,000,000 6,917,226 3,500,000 1,500,000 159,069 1,590,690 Simultaneously with the consummation of the closing of the Initial Public Offering, the Company consummated the private placement of an aggregate of 446,358 10.00 4,463,580 4,772 47,720 On February 9, 2022, the underwriters partially exercised the over-allotment option and purchased an additional 159,069 1,590,690 335,233 1,606,597 31,814 Following the closing of the Initial Public Offering on January 13, 2022, an amount of $ 101,000,000 10.10 Trust Account The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80 The Company will only complete a Business Combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Upon the closing of the Initial Public Offering, management has agreed that an amount equal to at least $ 10.10 Redemption Option The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a stockholders meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.10 Distinguishing Liabilities from Equity The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $ 5,000,001 Stockholder Approval If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Insider shares (as defined in Note 5) and any Public Shares purchased during or after the Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder 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 its shares with respect to more than an aggregate of 20% of the Public Shares, without the prior consent of the Company. The holders of the Insider Shares have agreed (a) to waive their redemption rights with respect to the Insider Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100 Openmarkets Merger Agreement On January 18, 2023, the Company entered into an Agreement and Plan of Merger and Business Combination Agreement (the “Openmarkets Merger Agreement As a result of the Redomestication Merger, (i) each issued and outstanding share of the Company’s common stock, par value $ 0.000001 Following the Redomestication Merger, the Company will liquidate and all assets of the Company shall be transferred to the Purchaser and all liabilities of the Company are, or shall be, assumed by the Purchaser (the “Liquidation”). The Company is required to cause all of its contracts to be assigned to and assumed by the Purchaser. Additionally, pursuant to the original Agreement and Plan of Merger and Business Combination Agreement, 7,000,000 n August 4, 2023, the Company, the Target, the Seller, the Indemnified Party Representative, and the Purchaser entered into that certain BCA Amendment No. 1 (the “Amendment”) to (i) decrease the number of Purchaser Shares to be issued to the Seller as consideration at the Closing from 9,000,000 7,000,000 Effective January 9, 2024, the Company, OMG, the Seller, the Indemnified Representative, and the Purchaser entered into that certain BCA Amendment No. 2 (the “BCA Amendment No. 2”) to (i) clarify that although the parties would continue to seek additional financing, the Purchaser would not be required to have any minimum amount of net tangible assets at Closing; (ii) clarify that at Closing, the Purchaser shall have become listed on any tier of the Nasdaq exchange; and (iii) extend the Outside Date (as defined in the BCA) from January 1, 2024 to April 30, 2024. The Purchaser Shares shall have a deemed value of $ 10.00 Any adjustments to the Exchange Consideration shall be made from Purchaser Shares placed in escrow pursuant to an escrow agreement (the “Escrow Shares”), which Escrow Shares shall be released to either the Purchaser or the Stockholder based on the nature of the adjustment to the Exchange Consideration. Additionally, in the event the Target’s net working capital at the Closing (the “Net Working Capital”) exceeds the Target’s pre-Closing estimated net working capital (the “Estimated Net Working Capital”), the Stockholder 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 Escrow Shares and the Adjustment Exchange Consideration, an additional 3,500,000 Purchaser Shares may be paid to the Stockholder based on certain performance benchmarks following the Closing as detailed in the BCA (the “Earnout”). Charter Amendment and Termination Date On January 13, 2022, the “Company consummated its initial public offering (the “Offering”). In connection therewith, the Company entered into an Investment Management Trust Agreement, dated January 10, 2022 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as trustee (“Continental”). The form of the Trust Agreement was initially filed as an exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-258943) for the Offering. Pursuant to the Offering and the Trust Agreement, the Company had 12 months from the closing of the Offering to consummate its initial business combination, which expired on January 13, 2023 (the “Termination Date”). Prior to that, on January 10, 2023, the Company held a virtual special meeting of its stockholders, pursuant to due notice (the “January 2023 Stockholders Meeting”). At the January 2023 Stockholders Meeting, the Company’s stockholders entitled to vote cast their votes and approved a proposal to amend the Trust Agreement to extend the Termination Date for an additional nine one (1) month extensions until October 13, 2023 (the “First Trust Amendment”) by depositing into the Trust Account an additional $ 0.0625 Also at the January 2023 Stockholders Meeting, the Company’s stockholders approved the First Amendment to the Amended and Restated Certificate of Incorporation of the Company (the “Charter Amendment”) to extend the Termination Date as amended in the amended Trust Agreement to extend the date by which the Company (i) may consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses, which we refer to as a “business combination,” (ii) cease its operations if it fails to complete such business combination, and (iii) redeem or repurchase 100% of the Company’s common stock included as part of the units sold in the Company’s initial public offering (provided the Company funds the monthly extension payments to the Trust Account) unless extended, the Company will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $ 100,000 On June 9, 2023, the Company held an additional Special Meeting of Stockholders (the “June 2023 Stockholders Meeting”). At the June 2023 Stockholders Meeting, the Company’s stockholders approved an amendment to the Company’s Charter (a) to extend the Termination Date again by which the Company has to consummate a business combination from October 13, 2023 by up to three (3) one-month extensions to January 13, 2024 (the “Extended Termination Date”) and (b) to decrease the monthly extension fee from $ 0.0625 150,000 The Company also amended the Company’s Trust Agreement dated as of January 10, 2022, as amended on January 10, 2023, by and between the Company and Continental Stock Transfer & Trust Company, allowing the Company reduce the amount of the Monthly Extension Loan to $ 150,000 for each one-month extension beginning on June 13, 2023 until January 13, 2024, and to extend the Termination Date for an additional three (3) one-month extensions until January 13, 2024, and to update certain defined terms in the Trust Agreement (the “Second Amendment to the Trust Agreement” and such proposal the “Second Trust Amendment Proposal”). At the June 2023 Stockholders Meeting, the Company’s stockholders holding 1,409,026 10.68 15,048,835 4,522,582 Thereafter, the Company was required to deposit into the Trust Account $ 150,000 On January 8, 2024, the Company held a Special Meeting of Stockholders (the “ Meeting “Extension Amendment Proposal Termination Date Extended Date 150,000 Monthly Extension Loan The Company also amended the Company’s investment management trust agreement (the “ Trust Agreement 60,000 On January 8, 2024, stockholders holding 2,804,919 11.23 31.5 1,717,663 60,000 The holders of the Insider Shares have agreed to waive their liquidation rights with respect to the Insider shares if the Company fails to complete a Business Combination within the Combination Period. However, if the holders of Insider shares acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.10 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per Public Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, if an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of December 31, 2023 and 2022, the Company had $ 15,282 391,924 The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $ 25,000 133,533 754,748 2,903,628 Going Concern Consideration The Company expects to incur significant costs in pursuit of its financing and acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unsuccessful in consummating an initial business combination within the prescribed period of time from the closing of the Initial Public Offering, the requirement that the Company cease all operations, redeem the Public Shares and thereafter liquidate and dissolve raises substantial doubt about the ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management has determined that the Company has funds that are sufficient to fund the working capital needs of the Company until the consummation of an initial business combination or the winding up of the Company as stipulated in the Company’s amended and restated memorandum of association. The accompanying financial statement has been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Broad Capital Acquisition Corp [Member] | |
Restructuring Cost and Reserve [Line Items] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no Marketable Securities Held in Trust Account As of December 31, 2023 and 2022, substantially all of the assets held in the Trust Account were held in government securities (United States Treasury Bills). As of December 31, 2023 and December 31, 2022, the balance in the Trust Account was $ 50,772,949 104,162,029 Deferred offering costs Deferred offering costs consist of underwriting, legal, accounting, and other expenses incurred through the balance sheet date that are directly related to the Proposed Offering and that will be charged to stockholders’ equity upon the completion of the Proposed Offering. Should the Proposed Offering have proved to be unsuccessful, these deferred costs, as well as additional expenses incurred, would have been charged to operations. Franchise Tax Delaware, where the Company is incorporated, imposes a franchise tax that applies to most business entities that are formed or qualified to do business, or which are otherwise doing business, in Delaware. Delaware franchise tax is based on authorized shares or on assumed par and non-par capital, whichever yields a lower result. Under the authorized shares method, each share is taxed at a graduated rate based on the number of authorized shares. During years ended December 31, 2023 and 2022 the company incurred $ 200,000 195,138 Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements’ recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The effective tax rate for the year ended December 31, 2023 and 2022 is (2405.29) 193.08 The effective tax rate differs from the statutory tax rate of 21 The income tax accrued for December 31 2023 and 2022 are $ 634,874 285,662 Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1 1 Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holders, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. At this time, it has been determined that the IR Act tax provisions would have an impact to the Company’s fiscal 2023 tax provision as there were redemptions by the public stockholders in 2023; as a result, the Company recorded $ 584,031 Class A Common Stock Subject to Redemption All of the Class A common stocks sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, conditionally redeemable Class A common stocks (including Class A common stocks that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the income and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $ 5,000,001 10.15 As of December 31, 2023 and December 31, 2022, 4,522,582 10,159,069 Net loss per share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during the period, excluding common stock subject to forfeiture. For the year ended December 31, 2023 and December 31, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2023 and December 31, 2022: SCHEDULE OF MEASUREMENT ON FAIR VALUE OFRECURRING BASIS Level December 31, 2023 December 31, 2022 Assets: Cash and marketable securities held in trust account 1 $ 50,772,949 $ 104,162,029 Recent Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Initial Public Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2023 | |
Broad Capital Acquisition Corp [Member] | |
Restructuring Cost and Reserve [Line Items] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On January 13, 2022, the Company closed its Initial Public Offering of 10,000,000 10.00 100,000,000 Each Unit consists of one share of common stock and one right to receive one-tenth (1/10) of one share of common stock upon the consummation of an initial business combination As of January 13, 2022, the Company closed its Initial Public Offering and incurred transaction costs of approximately $ 6,917,226 3,500,000 On February 9, 2022, the Underwriters partially exercised the over-allotment option and on February 10, 2022, purchased an additional 159,069 1,590,690 |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2023 | |
Broad Capital Acquisition Corp [Member] | |
Restructuring Cost and Reserve [Line Items] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 446,358 10.00 4,463,580 The proceeds from the sale of the Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. The Placement Units are identical to the Units sold in the Initial Public Offering. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Placement Units will expire worthless. Simultaneously with the closing of the Over-Allotment, the Company completed the private sale of an additional 4,772 10.00 47,720 In connection with the closing and sale of the Over-Allotment Units and the additional placement units (together, the “Over-Allotment Closing”), a total of $ 1,606,597 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Broad Capital Acquisition Corp [Member] | |
Restructuring Cost and Reserve [Line Items] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Insider shares On May 7, 2021, the Sponsor purchased 2,875,000 25,000 20 On May 25, 2021, the Sponsor transferred 80,000 2,795,000 Due to the over-allotment option being partially exercised by the underwriter on February 10, 2022 (see note 6), the Sponsor forfeited 335,233 2,539,767 The initial stockholders have agreed not to transfer, assign or sell any of the Common Stock (except to certain permitted transferees as disclosed herein) until, with respect to any of the Common Stock, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, or earlier, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property. Promissory Note – Related Party On April 16, 2021, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 133,357 133,357 Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, with interest, or, at the lender’s discretion, up to $ 1,500,000 10.00 754,748 0 Extension Loan On January 11, 2023, the Company approved the First Amendment to the Amended and Restated Certificate of Incorporation of the Company (the “Charter Amendment”) and approved the proposal to amend the Company’s Trust Agreement with Continental. The Charter Amendment allows the Company to extend the Termination Date by up to nine (9) one-month extensions to October 13, 2023 provided that the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account an additional $ 0.0625 370,726 370,726 150,000 2,903,628 0 No compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our sponsor, officers or directors or any affiliate of our sponsor, officers or directors prior to, or in connection with any services rendered in order to effectuate, the consummation of an initial business combination (regardless of the type of transaction that it is). However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf. Administrative Services Arrangement Commencing on the date the Units were first listed on the Nasdaq, the Company agreed to pay the Sponsor $ 10,000 120,000 110,000 230,000 110,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Broad Capital Acquisition Corp [Member] | |
Restructuring Cost and Reserve [Line Items] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the insider shares and Placement Units that may be issued upon conversion of Working Capital Loans (and any shares of Common Stock issuable upon the exercise of the Placement Units or units issued upon conversion of the Working Capital Loans and upon conversion of the Insider shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of Initial Public Offering requiring the Company to register such securities for resale. The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement On February 9, 2022, the Underwriters partially exercised the over-allotment option and on February 10, 2022, purchased an additional 159,069 1,590,690 The underwriters were entitled to a cash underwriting discount of $ 0.20 2,000,000 2,300,000 0.35 3,500,000 4,025,000 On February 10, 2022, the underwriters purchased an additional 159,069 10.00 1,590,690 |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 12 Months Ended |
Dec. 31, 2023 | |
Broad Capital Acquisition Corp [Member] | |
Restructuring Cost and Reserve [Line Items] | |
STOCKHOLDERS’ DEFICIT | NOTE 7. STOCKHOLDERS’ DEFICIT Common Stock 100,000,000 0.000001 Holders of the Company’s common stock are entitled to one vote for each share. 2,990,897 4,522,582 10,159,069 Preferred Shares 1,000,000 0.000001 no Rights Except in cases where the Company is not the surviving company in a Business Combination, each holder of a Public Right will automatically receive one-tenth (1/10) of one share of common stock upon consummation of a Business Combination, even if the holder of a Public Right converted all shares held by him, her or it in connection with a Business Combination or an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to its pre-business combination activities. In the event that the Company will not be the surviving company upon completion of a Business Combination, each holder of a Public Right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10) of a share underlying each Public Right upon consummation of the Business Combination. The Company will not issue fractional shares in connection with an exchange of Public Rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware General Corporation Law. As a result, the holders of the Public Rights must hold rights in multiples of 10 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Broad Capital Acquisition Corp [Member] | |
Restructuring Cost and Reserve [Line Items] | |
SUBSEQUENT EVENTS | NOTE 8. SUBSEQUENT EVENTS On January 8, 2024, the Company held a Special Meeting of Stockholders (the “ Meeting was “Extension Amendment Proposal Termination Date Extended Date 150,000 Monthly Extension Loan As amended, the required payment for each monthly extension period shall constitute the deposit by Broad Capital LLC (or its affiliates or permitted designees) into the Trust Account of $ 60,000 The Company also amended the Company’s investment management trust agreement (the “ Trust Agreement 60,000 On January 8, 2024, stockholders holding 2,804,919 11.23 31.5 1,717,663 On January 11, 2024, the Company caused to be deposited $ 60,000 into the Company’s Trust Account for the holders of its Public Shares, allowing the Company to extend the period of time it has to consummate its initial business combination from January 13, 2024 to February 13, 2024, which was the first of the twelve-monthly extensions permitted under the Company’s governing documents. On February 12, 2024, the Company caused to be deposited $ 60,000 into the Company’s Trust Account for the holders of its Public Shares, allowing the Company to extend the period of time it has to consummate its initial business combination from February 13, 2024 to March 13, 2024, which was the second of the twelve-monthly extensions permitted under the Company’s governing documents. The Company, OMG, the Seller, the Indemnified Party Representative, and the Purchaser are presently negotiating BCA Amendment No. 3 (the “BCA Amendment No. 3”) in order to (i) decrease the number of Purchaser Shares to be issued to the Seller as consideration at the Closing from 7,000,000 4,800,000 2,000,000 2,700,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) - Broad Capital Acquisition Corp [Member] | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account As of December 31, 2023 and 2022, substantially all of the assets held in the Trust Account were held in government securities (United States Treasury Bills). As of December 31, 2023 and December 31, 2022, the balance in the Trust Account was $ 50,772,949 104,162,029 |
Deferred offering costs | Deferred offering costs Deferred offering costs consist of underwriting, legal, accounting, and other expenses incurred through the balance sheet date that are directly related to the Proposed Offering and that will be charged to stockholders’ equity upon the completion of the Proposed Offering. Should the Proposed Offering have proved to be unsuccessful, these deferred costs, as well as additional expenses incurred, would have been charged to operations. |
Franchise Tax | Franchise Tax Delaware, where the Company is incorporated, imposes a franchise tax that applies to most business entities that are formed or qualified to do business, or which are otherwise doing business, in Delaware. Delaware franchise tax is based on authorized shares or on assumed par and non-par capital, whichever yields a lower result. Under the authorized shares method, each share is taxed at a graduated rate based on the number of authorized shares. During years ended December 31, 2023 and 2022 the company incurred $ 200,000 195,138 |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements’ recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The effective tax rate for the year ended December 31, 2023 and 2022 is (2405.29) 193.08 The effective tax rate differs from the statutory tax rate of 21 The income tax accrued for December 31 2023 and 2022 are $ 634,874 285,662 Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1 1 Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holders, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. At this time, it has been determined that the IR Act tax provisions would have an impact to the Company’s fiscal 2023 tax provision as there were redemptions by the public stockholders in 2023; as a result, the Company recorded $ 584,031 Class A Common Stock Subject to Redemption All of the Class A common stocks sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, conditionally redeemable Class A common stocks (including Class A common stocks that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the income and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $ 5,000,001 10.15 As of December 31, 2023 and December 31, 2022, 4,522,582 10,159,069 |
Net loss per share | Net loss per share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during the period, excluding common stock subject to forfeiture. For the year ended December 31, 2023 and December 31, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2023 and December 31, 2022: SCHEDULE OF MEASUREMENT ON FAIR VALUE OFRECURRING BASIS Level December 31, 2023 December 31, 2022 Assets: Cash and marketable securities held in trust account 1 $ 50,772,949 $ 104,162,029 |
Recent Accounting Standards | Recent Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statement. |
Risks and Uncertainties | Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Initial Public Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Broad Capital Acquisition Corp [Member] | |
Restructuring Cost and Reserve [Line Items] | |
SCHEDULE OF MEASUREMENT ON FAIR VALUE OFRECURRING BASIS | The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2023 and December 31, 2022: SCHEDULE OF MEASUREMENT ON FAIR VALUE OFRECURRING BASIS Level December 31, 2023 December 31, 2022 Assets: Cash and marketable securities held in trust account 1 $ 50,772,949 $ 104,162,029 |
DESCRIPTION OF ORGANIZATION, _2
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS (Details Narrative) - Broad Capital Acquisition Corp [Member] - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||||||
Jan. 08, 2024 | Aug. 04, 2023 | Jan. 18, 2023 | Feb. 10, 2022 | Feb. 09, 2022 | Jan. 19, 2022 | Jan. 13, 2022 | May 25, 2021 | May 07, 2021 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 12, 2024 | Jan. 11, 2024 | Jun. 12, 2023 | Jun. 09, 2023 | Jan. 10, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Shares redeem for cash | 101,000,000 | ||||||||||||||||
Shares issued price per share | $ 10.10 | ||||||||||||||||
Proceeds from issuance initial public offering | $ 99,429,074 | ||||||||||||||||
Gross proceeds from private placement | $ 4,511,301 | ||||||||||||||||
Underwriters deferred discount | $ 31,814 | ||||||||||||||||
Minimum net tangible asset upon consummation of business combination | $ 5,000,001 | ||||||||||||||||
Percentage of the public shareholding to be redeemed in case the business combination is not complete | 100% | ||||||||||||||||
Common stock, par value | $ 0.000001 | $ 0.000001 | |||||||||||||||
Interest to pay dissolution expenses | $ 100,000 | ||||||||||||||||
Extension loan | $ 2,903,628 | $ 150,000 | $ 150,000 | ||||||||||||||
Common stock subject to possible redemption, shares | 4,522,582 | 10,159,069 | |||||||||||||||
Common stock shares outstanding | 2,990,897 | 2,990,897 | |||||||||||||||
Cash in operating bank account | $ 15,282 | $ 391,924 | |||||||||||||||
Proceeds from issuance of common stock to Sponsor | 25,000 | ||||||||||||||||
Repayments of promissory note | $ 133,533 | ||||||||||||||||
Working capital loan | $ 754,748 | ||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Shares issued price per share | $ 11.23 | ||||||||||||||||
Extension loan | $ 150,000 | ||||||||||||||||
Public shares redeem | 2,804,919 | ||||||||||||||||
Aggregate amount | $ 31,500,000 | ||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Common stock shares outstanding | 1,717,663 | ||||||||||||||||
Business Combination Agreement [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Shares redeem for cash | 7,000,000 | ||||||||||||||||
Shares issued price per share | $ 10 | $ 0.0625 | $ 0.0625 | ||||||||||||||
Common stock, par value | $ 0.000001 | ||||||||||||||||
Number of purchaser shares issued based on performance | 3,500,000 | ||||||||||||||||
Business Combination Agreement [Member] | Maximum [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Shares redeem for cash | 9,000,000 | ||||||||||||||||
Business Combination Agreement [Member] | Minimum [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Shares redeem for cash | 7,000,000 | ||||||||||||||||
Investment Management Trust Agreement [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Extension loan | $ 60,000 | ||||||||||||||||
Broad Capital LLC [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Shares redeem for cash | 80,000 | 2,875,000 | |||||||||||||||
Shares redeem for cash, value | $ 25,000 | ||||||||||||||||
Sale of stock description | The initial stockholders have agreed not to transfer, assign or sell any of the Common Stock (except to certain permitted transferees as disclosed herein) until, with respect to any of the Common Stock, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, or earlier, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property. | ||||||||||||||||
Trust Account [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Shares redeem for cash | 1,409,026 | ||||||||||||||||
Shares issued price per share | $ 10.10 | ||||||||||||||||
Minimum market value net asset held in trust account, percentage | 80% | ||||||||||||||||
Business acquisition, voting interest rate | The Company will only complete a Business Combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). | ||||||||||||||||
Share price per share | $ 10.68 | ||||||||||||||||
Shares redeem for cash, value | $ 15,048,835 | ||||||||||||||||
Deposits | $ 150,000 | ||||||||||||||||
Sale of stock description | In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.10 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per Public Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, if an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. | ||||||||||||||||
Trust Account [Member] | Subsequent Event [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Deposits | $ 60,000 | $ 60,000 | $ 60,000 | ||||||||||||||
IPO [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Shares redeem for cash | 10,000,000 | ||||||||||||||||
Shares issued price per share | $ 10 | ||||||||||||||||
Proceeds from issuance initial public offering | $ 100,000,000 | ||||||||||||||||
Payments of stock issuance costs | 6,917,226 | ||||||||||||||||
Deferred underwriting commissions | $ 3,500,000 | ||||||||||||||||
Sale of stock description | Each Unit consists of one share of common stock and one right to receive one-tenth (1/10) of one share of common stock upon the consummation of an initial business combination | In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). | |||||||||||||||
Over-Allotment Option [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Shares redeem for cash | 159,069 | 159,069 | |||||||||||||||
Shares issued price per share | $ 10 | ||||||||||||||||
Proceeds from issuance initial public offering | $ 1,590,690 | $ 1,590,690 | |||||||||||||||
Options to purchase stock | 1,500,000 | ||||||||||||||||
Forfeited shares | 335,233 | 335,233 | |||||||||||||||
Proceeds from over allotment | $ 1,606,597 | $ 1,606,597 | |||||||||||||||
Over-Allotment Option [Member] | Broad Capital LLC [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Shares redeem for cash | 4,772 | ||||||||||||||||
Shares issued price per share | $ 10 | ||||||||||||||||
Gross proceeds from private placement | $ 47,720 | ||||||||||||||||
Private Placement [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Shares redeem for cash | 446,358 | ||||||||||||||||
Shares issued price per share | $ 10 | ||||||||||||||||
Gross proceeds from private placement | $ 4,463,580 |
SCHEDULE OF MEASUREMENT ON FAIR
SCHEDULE OF MEASUREMENT ON FAIR VALUE OFRECURRING BASIS (Details) - Broad Capital Acquisition Corp [Member] - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Restructuring Cost and Reserve [Line Items] | ||
Cash and marketable securities held in trust account | $ 50,772,949 | $ 104,162,029 |
Fair Value, Inputs, Level 1 [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Cash and marketable securities held in trust account | $ 50,772,949 | $ 104,162,029 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - Broad Capital Acquisition Corp [Member] - USD ($) | 12 Months Ended | ||
Aug. 16, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | |||
Cash equivalents | $ 0 | $ 0 | |
Cash and marketable securities held in trust account | 50,772,949 | 104,162,029 | |
Franchise tax | $ 200,000 | $ 195,138 | |
Effective tax rate | (2405.29%) | 193.08% | |
Tax rate percentage | 1% | 21% | 21% |
Income tax accrued | $ 634,874 | $ 285,662 | |
Excise tax percentage | 1% | ||
Excise tax liability | 584,031 | ||
Minimum net tangible asset upon consummation of business combination | $ 5,000,001 | ||
Share redemption per share | $ 10.15 | ||
Common stock subject to possible redemption, shares | 4,522,582 | 10,159,069 | |
Federal depository insurance coverage amount | $ 250,000 | ||
Common Class A [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Common stock subject to possible redemption, shares | 4,522,582 | 10,159,069 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - Broad Capital Acquisition Corp [Member] - USD ($) | 12 Months Ended | ||||
Feb. 10, 2022 | Feb. 09, 2022 | Jan. 13, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Stock issued during period initial public offering | 101,000,000 | ||||
Shares issued, price per share | $ 10.10 | ||||
Proceeds from issuance initial public offering | $ 99,429,074 | ||||
IPO [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Stock issued during period initial public offering | 10,000,000 | ||||
Shares issued, price per share | $ 10 | ||||
Proceeds from issuance initial public offering | $ 100,000,000 | ||||
Sale of stock description | Each Unit consists of one share of common stock and one right to receive one-tenth (1/10) of one share of common stock upon the consummation of an initial business combination | In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). | |||
Payments of stock issuance costs | $ 6,917,226 | ||||
Deferred underwriting commissions | $ 3,500,000 | ||||
Over-Allotment Option [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Stock issued during period initial public offering | 159,069 | 159,069 | |||
Shares issued, price per share | $ 10 | ||||
Proceeds from issuance initial public offering | $ 1,590,690 | $ 1,590,690 |
PRIVATE PLACEMENT (Details Narr
PRIVATE PLACEMENT (Details Narrative) - Broad Capital Acquisition Corp [Member] - USD ($) | 12 Months Ended | ||||||
Feb. 10, 2022 | Feb. 09, 2022 | Jan. 13, 2022 | May 25, 2021 | May 07, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock issued during period initial public offering | 101,000,000 | ||||||
Shares issued price per share | $ 10.10 | ||||||
Proceeds from private placement | $ 4,511,301 | ||||||
Broad Capital LLC [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock issued during period initial public offering | 80,000 | 2,875,000 | |||||
Private Placement [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock issued during period initial public offering | 446,358 | ||||||
Shares issued price per share | $ 10 | ||||||
Proceeds from private placement | $ 4,463,580 | ||||||
Over-Allotment Option [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock issued during period initial public offering | 159,069 | 159,069 | |||||
Shares issued price per share | $ 10 | ||||||
Proceeds from over allotment | $ 1,606,597 | $ 1,606,597 | |||||
Over-Allotment Option [Member] | Broad Capital LLC [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock issued during period initial public offering | 4,772 | ||||||
Shares issued price per share | $ 10 | ||||||
Proceeds from private placement | $ 47,720 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - Broad Capital Acquisition Corp [Member] - USD ($) | 12 Months Ended | ||||||||||||
Jan. 13, 2024 | Jan. 11, 2023 | Feb. 10, 2022 | Feb. 09, 2022 | Jan. 19, 2022 | Jan. 13, 2022 | May 25, 2021 | May 07, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 13, 2025 | Jan. 08, 2024 | Apr. 16, 2021 | |
Related Party Transaction [Line Items] | |||||||||||||
Stock issued during period shares | 101,000,000 | ||||||||||||
Common stock, shares issued | 2,990,897 | 2,990,897 | |||||||||||
Common stock, shares outstanding | 2,990,897 | 2,990,897 | |||||||||||
Repayments for promissory note - related party | $ 133,357 | ||||||||||||
Loan per share | $ 0.0625 | ||||||||||||
Working capital loan | 754,748 | ||||||||||||
Loan per share, value | $ 370,726 | ||||||||||||
Extension loans | 2,903,628 | ||||||||||||
Service fees | 120,000 | 110,000 | |||||||||||
Service accrued expense total | 230,000 | $ 110,000 | |||||||||||
Administrative Support Agreement [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Sponsor fees | $ 10,000 | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Extension loans | $ 60,000 | $ 150,000 | |||||||||||
Minimum [Member] | Subsequent Event [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Payment per month | $ 370,726 | ||||||||||||
Maximum [Member] | Subsequent Event [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Payment per month | $ 150,000 | ||||||||||||
Insider Shares [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Common stock, shares issued | 2,539,767 | ||||||||||||
Common stock, shares outstanding | 2,539,767 | ||||||||||||
Over-Allotment Option [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Stock issued during period shares | 159,069 | 159,069 | |||||||||||
Forfeited shares | 335,233 | 335,233 | |||||||||||
Four Independent Directors [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Stock issued during period shares | 2,795,000 | ||||||||||||
Broad Capital LLC [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Stock issued during period shares | 80,000 | 2,875,000 | |||||||||||
Aggregate purchase price, value | $ 25,000 | ||||||||||||
Percentage of ordinary shares issued and outstanding | 20% | ||||||||||||
Sale of stock description | The initial stockholders have agreed not to transfer, assign or sell any of the Common Stock (except to certain permitted transferees as disclosed herein) until, with respect to any of the Common Stock, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, or earlier, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property. | ||||||||||||
Debt aggregate principal amount | $ 300,000 | ||||||||||||
Repayments for promissory note - related party | $ 133,357 | ||||||||||||
Debt instrument converted amount | $ 1,500,000 | ||||||||||||
Loan per share | $ 10 | ||||||||||||
Broad Capital LLC [Member] | Related Party [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Promissory note - related party | $ 133,357 | ||||||||||||
Broad Capital LLC [Member] | Over-Allotment Option [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Stock issued during period shares | 4,772 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - Broad Capital Acquisition Corp [Member] - USD ($) | 12 Months Ended | ||||
Feb. 10, 2022 | Feb. 09, 2022 | Jan. 13, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Shares redeem for cash | 101,000,000 | ||||
Proceeds from issuance initial public offering | $ 99,429,074 | ||||
Shares issued, price per share | $ 10.10 | ||||
Underwriting Agreement [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Shares issued, price per share | $ 0.20 | ||||
Cash underwriting discount | $ 2,000,000 | ||||
Cash underwriting discount were exercised | $ 2,300,000 | ||||
Deferred fees, per unit | $ 0.35 | ||||
Deferred underwriting commissions | $ 3,500,000 | ||||
Deferred underwriting commissions were exercised | $ 4,025,000 | ||||
Over-Allotment Option [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Shares redeem for cash | 159,069 | 159,069 | |||
Proceeds from issuance initial public offering | $ 1,590,690 | $ 1,590,690 | |||
Shares issued, price per share | $ 10 |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - Broad Capital Acquisition Corp [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value | $ 0.000001 | $ 0.000001 |
Common stock voting rights | Holders of the Company’s common stock are entitled to one vote for each share. | |
Common stock, shares outstanding | 2,990,897 | 2,990,897 |
Common stock subject to possible redemption, shares | 4,522,582 | 10,159,069 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value | $ 0.000001 | $ 0.000001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Public right description | Except in cases where the Company is not the surviving company in a Business Combination, each holder of a Public Right will automatically receive one-tenth (1/10) of one share of common stock upon consummation of a Business Combination, even if the holder of a Public Right converted all shares held by him, her or it in connection with a Business Combination or an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to its pre-business combination activities. In the event that the Company will not be the surviving company upon completion of a Business Combination, each holder of a Public Right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10) of a share underlying each Public Right upon consummation of the Business Combination. |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Broad Capital Acquisition Corp [Member] - USD ($) | Jan. 11, 2024 | Jan. 08, 2024 | Jan. 13, 2025 | Feb. 12, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Jun. 12, 2023 | Jun. 09, 2023 | Jan. 18, 2023 | Dec. 31, 2022 | Jan. 13, 2022 |
Subsequent Event [Line Items] | |||||||||||
Extension loans | $ 2,903,628 | ||||||||||
Shares issued price per share | $ 10.10 | ||||||||||
Common stock shares outstanding | 2,990,897 | 2,990,897 | |||||||||
Trust Account [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Shares issued price per share | $ 10.10 | ||||||||||
Deposits | $ 150,000 | ||||||||||
Investment Management Trust Agreement [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Extension loans | $ 60,000 | ||||||||||
Business Combination Agreement [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Shares issued price per share | $ 0.0625 | $ 10 | $ 0.0625 | ||||||||
Subsequent Event [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Extension loans | $ 150,000 | $ 60,000 | |||||||||
Public shares redeem | 2,804,919 | ||||||||||
Shares issued price per share | $ 11.23 | ||||||||||
Aggregate amount | $ 31,500,000 | ||||||||||
Subsequent Event [Member] | Trust Account [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Deposits | $ 60,000 | $ 60,000 | $ 60,000 | ||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common stock shares outstanding | 1,717,663 | ||||||||||
Subsequent Event [Member] | Business Combination Agreement [Member] | Maximum [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Decrease in sale of stock number of shares issued in consideration | 7,000,000 | ||||||||||
Increase in sale of stock number of shares issued in consideration | 2,700,000 | ||||||||||
Subsequent Event [Member] | Business Combination Agreement [Member] | Minimum [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Decrease in sale of stock number of shares issued in consideration | 4,800,000 | ||||||||||
Increase in sale of stock number of shares issued in consideration | 2,000,000 |