| 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 March 31, 2024, the Company had not commenced any operations. All activity from April 16, 2021 (inception) through March 31, 2024,
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
units (the “Units” and, with
respect to the shares of common stock included in the Units being offered, the “Public Shares”), at $ 10.00
per Unit, generating gross proceeds of
$ 100,000,000
(the “Initial Public Offering”),
and incurring transaction costs of $ 6,917,226 ,
of which $ 3,500,000
was for deferred underwriting commissions
(see Note 6). The Company granted the underwriter a 45-day option to purchase up to 1,500,000
Units at the Initial Public Offering price
to cover over-allotments, if any. On February 9, 2022, the Underwriters partially exercised the over-allotment option and on February
10, 2022, purchased an additional 159,069
Units from the Company (the “Over-Allotment
Units”), generating gross proceeds of $ 1,590,690 ,
and forfeited the remainder of the option. Simultaneously
with the consummation of the closing of the Initial Public Offering, the Company consummated the private placement of an aggregate of
446,358
units (the “Placement Units”)
to the Sponsor at a price of $ 10.00
per Placement Unit, generating total gross
proceeds of $ 4,463,580
(the “Private Placement”)
(see Note 4). With the exercise of the Over-Allotment Units, the Company consummated the Private Placement of 4,772
Placement Units to the Sponsor generating
gross proceeds of $ 47,720 . On
February 9, 2022, the underwriters partially exercised the over-allotment option and purchased an additional 159,069
Units, generating gross proceeds of $ 1,590,690
and forfeited the remainder of the option,
which is 335,233
shares of common stock. 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
in proceeds from the Over-Allotment Closing
(which amount includes $ 31,814 of the Underwriters’ deferred discount) was placed in
a U.S.-based trust account established for the benefit of the Company’s public stockholders, maintained by Continental Stock Transfer
& Trust Company, acting as trustee. Following
the closing of the Initial Public Offering on January 13, 2022, an amount of $ 101,000,000
($ 10.10
per Unit) from the net proceeds of the
sale of the Units in the Initial Public Offering and a portion of the proceeds from the sale of the Placement Units was placed in a trust
account (the “Trust Account”), located in the United States and held as cash items or may be invested in U.S. government
securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in
any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment
Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution
of the funds in the Trust Account to the Company’s stockholders, as described below. 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 %
of the value of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes
payable on the interest earned on the Trust Account). 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
per Unit sold in the Initial Public Offering,
including proceeds of the Placement Units, will be held in a trust account (“Trust Account”), located in the United States
and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with
a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company
meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion
of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. 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
per Public Share, plus any pro rata interest
then in the Trust Account, net of taxes payable). The Public Shares subject to redemption will be recorded at a redemption value and
classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards Codification
(“ASC”) Topic 480 “ 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
(so that it does not then become subject
to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the
agreement relating to the Business Combination. If the Company seeks stockholder approval of the Business Combination, the Company will
proceed with a Business Combination if a majority of the outstanding shares voted are voted in favor of the Business Combination, or
such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange
listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant
to its second amended and restated certificate of incorporation (the “Certificate of Incorporation”), conduct the redemptions
pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents
with the SEC prior to completing a Business Combination. 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 %
of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii)
with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides
the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. 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” or “BCA”) with Openmarkets Group Pty Ltd., an Australian proprietary limited company (“Openmarkets”
or the “Target”), BMYG OMG Pty Ltd., an Australian proprietary limited company and Broad Capital LLC, solely as the Company’s
sponsor (collectively, the “Parties”). Pursuant to the Openmarkets Merger 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 a to-be-formed Australian corporation (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 share of the Company’s common stock, par value $ 0.000001
per share (the “Company Common Stock”),
will convert into the right to receive one share of common stock the Purchaser (the “Purchaser Shares”); (ii) each of the
Company’s units (the “Company Units”), comprised of one share of Company Common Stock and one right to receive one-tenth
of one share of Company Common Stock upon the Closing (each a “Company Right”), 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 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, following the Redomestication Merger and the Liquidation, the Stockholder will contribute all of the issued and
outstanding shares of common stock of the Target to the Purchaser in exchange for 7,000,000
Purchaser Shares (the “Exchange
Consideration”). However, on 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
to 7,000,000
due to an updated valuation of the Target;
(ii) amend certain schedules to the BCA to reflect the updated valuation of the Target; (iii) make clarifying changes to certain representations
and conditions to the Closing; and (iv) extend the Outside Date (as defined in the BCA) from June 30, 2023 to January 1, 2024. The Amendment
was made effective as of August 1, 2023. 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. On March 22, 2024,
the Company, OMG, the Seller, the Indemnified Party Representative, and the Purchaser entered into that certain BCA Amendment No. 3 (the
“BCA Amendment No. 3”) to (i) decrease the number of Purchaser Shares to be issued to the Seller as consideration at the
Closing from 7,000,000
to 4,800,000
due to an updated
valuation of OMG; (ii) amend certain schedules to the BCA to reflect the updated valuation of OMG; (iii) increase the number of Purchaser
Shares to be issued to the Seller in connection with the Earnout from 2,000,000
to 2,700,000
due to an updated
valuation of OMG; (iv) update the Earnout Period to cover a period of three years commencing on June 30, 2024; and (v) provide that,
in general, material new business opportunities must be reasonably expected to meet certain gross profit and EBITDA metrics. The BCA
Amendment No. 3 was made effective as of March 8, 2024. On April 29, 2024, the Company, OMG, the Seller, the Indemnified Party Representative,
and the Purchaser entered into that certain BCA Amendment No. 4 to (i) decrease the number of Purchaser Shares to be issued to the Seller
as consideration at the Closing from 4,800,000
to 4,000,000 ;
(ii) clarify certain definitions to the BCA; and (iii) increase the number of Purchaser Shares to be issued to the Seller in connection
with the Earnout by up to 800,000
if the Purchaser
achieved certain revenue milestones during the first year following the Closing. The BCA Amendment No. 4 was made effective as of April
25, 2024. The
Purchaser Shares shall have a deemed value of $ 10.00
per share for the purposes of all calculations
and adjustments under the BCA, with such Exchange Consideration subject to adjustment based on the Target’s net indebtedness, working
capital, and indemnification obligations following the Closing as detailed in the BCA (the “Acquisition Contribution and Exchange”). 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 2,700,000
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
per share for each one-month until October
13, 2023 unless the Closing of the Company’s initial business combination shall have occurred. At
January 2023 Stockholders Meeting, the Company’s stockholders holding 4,227,461 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
of interest to pay dissolution expenses),
divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights
as stockholders (including the right to receive further liquidating distributions, if any), and (c) as promptly as reasonably possible
following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors,
dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors
and the requirements of other applicable law. 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
per share for each Public Share outstanding
after giving effect to redemptions (in the aggregate, the “Monthly Extension Loan”) to, in the aggregate, the “Adjusted
Monthly Extension Loan,” as defined above, commencing on June 13, 2023. 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 $ 150,000
for each such one-month extension beginning
on June 13, 2023 until January 13, 2024, unless the closing of the Company’s initial business combination shall have occurred (the
“Adjusted Monthly Extension Loan”) in exchange for a non-interest bearing, unsecured promissory note payable upon consummation
of a business combination. 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
Public Shares of common stock exercised
their right to redeem their shares for cash at an approximate price of $ 10.68
per share of the funds in the Trust Account.
As a result, approximately $ 15,048,835
was removed from the Trust Account to
pay such holders. Following the redemption, the Company’s remaining common stock subject to redemption outstanding were 4,522,582 . Thereafter,
the Company was required to deposit into the Trust Account $ 150,000
for each extension period exercised commencing
June 13, 2023 and ending on January 13, 2024, unless the closing of the Company’s initial business combination shall have occurred. On
January 8, 2024, the Company held a Special Meeting of Stockholders (the “ Meeting “Extension
Amendment Proposal Termination Date Extended
Date 150,000
(the “ Monthly Extension Loan The
Company also amended the Company’s investment management trust agreement (the “ Trust Agreement 60,000
for each one-month extension beginning
on January 13, 2024 until January 13, 2025, to extend the Termination Date for an additional twelve (12) one-month extensions until January
13, 2025, to require Continental Stock Transfer & Trust Company to invest funds in an interest-bearing demand deposit account, and
to update certain defined terms in the Trust Agreement. On
January 8, 2024, stockholders holding 2,804,919
shares of common stock exercised their
right to redeem their shares for cash at an approximate price of $ 11.23
per share of the funds in the Trust Account.
As a result, approximately $ 31.2
million will be removed from the Trust
Account to pay such holders. Following the redemption, the Company’s remaining common stock subject to redemption outstanding were
1,717,663 .
The Company is required to deposit $ 60,000
into the Trust Account for each monthly
extension exercised commencing on January 13, 2024 and ending on January 13, 2025. 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 March 31, 2024 and December 31, 2023, the Company had $ 164,776
and $ 15,282
of cash in its operating bank account
respectively. The
Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $ 25,000
from the Sponsor to cover for certain
offering costs on the Company’s behalf in exchange for issuance of Insider shares (as defined in Note 5). Following the Initial
Public Offering of the Company on January 13, 2022, a total of $ 133,533
under the promissory note was repaid on
January 19, 2022. After the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the
net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition,
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, provide the Company Working Capital Loans (as defined in Note 5).
As of March 31, 2024, there was $ 833,074 outstanding under Working Capital Loan and $ 3,083,628
outstanding under Extension Loan. 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. | 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 3,200,000 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. |
