Broad Capital Acquisition Corp

we may not be able to select an appropriate target business or businesses and complete our initial business combination in the prescribed time frame;

our expectations around the performance of a prospective target business or businesses may not be realized;

we may not be successful in retaining or recruiting required officers, key employees or directors following our initial business combination;

we are a blank check Company with no revenue or basis to evaluate our ability to select a suitable business target;

lack of opportunity to vote on our proposed business combination;

lack of protections afforded to investors of blank check companies;

issuance of equity and/or debt securities to complete a business combination;

we may lack sufficient working capital;

third-party claims reducing the per-share redemption price;

negative interest rate for securities in which we invest the funds held in the trust account;

our stockholders being held liable for claims by third parties against us;

failure to enforce our sponsors indemnification obligations;

the ability of rights holders to obtain a favorable judicial forum for disputes with our company;

we have dependence on key personnel and our officers and directors may have difficulties allocating their time between the Company and other businesses and may potentially have conflicts of interest with our business or in approving our initial business combination;

conflicts of interest of our sponsor, officers and directors and the representative;

the delisting of our securities by Nasdaq may occur and an active market for our public securities may not develop and you will have limited liquidity and trading;

dependence on a single target business with a limited number of products or services;

shares being redeemed and rights and rights becoming worthless;

our competitors with advantages over us in seeking business combinations;

we may lack the ability to obtain additional financing and the availability to us of funds from interest income on the trust account balance may be insufficient to operate our business prior to the business combination;

our initial stockholders controlling a substantial interest in us;

rights and insider shares adverse effect on the market price of our common stock;

disadvantageous timing for redeeming rights;

registration rights adverse effect on the market price of our common stock;

impact of COVID-19 and related risks;

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we are a blank check Company with no revenue or basis to evaluate our ability to select a suitable business target;

lack of opportunity to vote on our proposed business combination;

lack of protections afforded to investors of blank check companies;

issuance of equity and/or debt securities to complete a business combination;

we may lack sufficient working capital;

third-party claims reducing the per-share redemption price;

negative interest rate for securities in which we invest the funds held in the trust account;

our stockholders being held liable for claims by third parties against us;

failure to enforce our sponsors indemnification obligations;

the ability of rights holders to obtain a favorable judicial forum for disputes with our company;

we have dependence on key personnel and our officers and directors may have difficulties allocating their time between the Company and other businesses and may potentially have conflicts of interest with our business or in approving our initial business combination;

conflicts of interest of our sponsor, officers and directors and the representative;

the delisting of our securities by Nasdaq may occur and an active market for our public securities may not develop and you will have limited liquidity and trading;

dependence on a single target business with a limited number of products or services;

shares being redeemed and rights and rights becoming worthless;

our competitors with advantages over us in seeking business combinations;

we may lack the ability to obtain additional financing and the availability to us of funds from interest income on the trust account balance may be insufficient to operate our business prior to the business combination;

our initial stockholders controlling a substantial interest in us;

rights and insider shares adverse effect on the market price of our common stock;

disadvantageous timing for redeeming rights;

registration rights adverse effect on the market price of our common stock;

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business combination with a company located in a foreign jurisdiction;

changes in laws or regulations; tax consequences to business combinations; and

exclusive forum provisions in our amended and restated certificate of incorporation.

our financial performance following a business combination with an entity may be negatively affected by their lack an established record of revenue, cash flows and experienced management

there may be more competition to find an attractive target for an initial business combination, which could increase the costs associated with completing our initial business combination;

changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination;

we may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us after the initial public offering, which may include acting as a financial advisor in connection with an initial business combination or as placement agent in connection with a related financing transaction;

our underwriters are entitled to receive deferred underwriting commissions that will be released from the trust account only upon a completion of an initial business combination. These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us after the initial public offering, including, for example, in connection with the sourcing and consummation of an initial business combination;

since our initial stockholders will lose their entire investment in us if our initial business combination is not completed (other than with respect to any public shares they may acquire during or after this offering), and because our sponsor, officers and directors may profit substantially even under circumstances in which our public stockholders would experience losses in connection with their investment, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination;

changes in laws or regulations or how such laws or regulations are interpreted or applied, or a failure to comply with any laws or regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations;

Nasdaq may delist our securities from trading on its exchange prior to an initial business combination, which could limit investors ability to make transactions in our securities and subject it to additional trading restrictions;

the SEC has recently issued proposed rules relating to certain activities of SPACs. Certain of the procedures that we, a potential business combination target, or others may determine to undertake in connection with such proposals may increase our costs and the time needed to complete our initial business combination and may constrain the circumstances under which we could complete an initial business combination. The need for compliance with such proposals may cause us to liquidate the funds in the trust account or liquidate the Company at an earlier time than we might otherwise choose;

the value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our ordinary shares at such time is substantially less than $10.00 per share;

if we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted. As a result, in such circumstances, unless we can modify our activities so that we would not be deemed an investment company, we may abandon our efforts to complete an initial business combination and instead liquidate the Company;

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impact of COVID-19 and related risks;

business combination with a company located in a foreign jurisdiction;

changes in laws or regulations; tax consequences to business combinations; and

exclusive forum provisions in our amended and restated certificate of incorporation.

our financial performance following a business combination with an entity may be negatively affected by their lack an established record of revenue, cash flows and experienced management

we may not be able to complete an initial business combination with certain potential target companies if a proposed transaction with the target company may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations, including the Committee on Foreign Investment in the United States;

recent increases in inflation and interest rates in the United States and elsewhere could make it more difficult for us to consummate an initial business combination;

military conflict in Ukraine or elsewhere may lead to increased price volatility for publicly traded securities, which could make it more difficult for us to consummate an initial business combination;

we have identified a material weakness in our internal control over financial reporting as of December 31, 2023 related to inadequate segregation of duties within account processes due to limited personnel and insufficient written policies and procedures for accounting, IT, and financial reporting and record keeping. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results;

there is substantial doubt about our ability to continue as a going concern if we do not complete our initial business combination by January 13, 2025; and

resources couldthere may be wasted in researching acquisitions that amore not completed, which could materially adversely affect subsequentetition to find an attempts to locate and acquire or merge with another business. If we have not completed our ractive target for an initial business combination within the required period, our public stockholders may receive only approxim, which could increase the costs associately $11.06 per share, or less than such amountd with completing our in certain circumstances, on the liquidation of our trust account, and our rights will expire worthless.itial business combination;

changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination;

we may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us after the initial public offering, which may include acting as a financial advisor in connection with an initial business combination or as placement agent in connection with a related financing transaction;

our underwriters are entitled to receive deferred underwriting commissions that will be released from the trust account only upon a completion of an initial business combination. These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us after the initial public offering, including, for example, in connection with the sourcing and consummation of an initial business combination;

since our initial stockholders will lose their entire investment in us if our initial business combination is not completed (other than with respect to any public shares they may acquire during or after this offering), and because our sponsor, officers and directors may profit substantially even under circumstances in which our public stockholders would experience losses in connection with their investment, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination;

changes in laws or regulations or how such laws or regulations are interpreted or applied, or a failure to comply with any laws or regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations;

Nasdaq has ceased trading of our securities at the close of trading on January 22, 2025 because the Company was not in compliance with Nasdaqs Listing Rule 5450(b)(2)(B) because the Company has not, as of December 31, 2024, maintained a minimum of 1,100,000 publicly held shares, as required under the Nasdaq continued listing standards for The Nasdaq Global Market, which could limit investors ability to make transactions in our securities and subject it to additional trading restrictions;

the SEC has recently issued proposed rules relating to certain activities of SPACs. Certain of the procedures that we, a potential business combination target, or others may determine to undertake in connection with such proposals may increase our costs and the time needed to complete our initial business combination and may constrain the circumstances under which we could complete an initial business combination. The need for compliance with such proposals may cause us to liquidate the funds in the trust account or liquidate the Company at an earlier time than we might otherwise choose;

the value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our shares of Common Stock at such time is substantially less than $10.00 per share;

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if we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted. As a result, in such circumstances, unless we can modify our activities so that we would not be deemed an investment company, we may abandon our efforts to complete an initial business combination and instead liquidate the Company;

we may not be able to complete an initial business combination with certain potential target companies if a proposed transaction with the target company may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations, including the Committee on Foreign Investment in the United States;

recent increases in inflation and interest rates in the United States and elsewhere could make it more difficult for us to consummate an initial business combination;

military conflict in Ukraine or elsewhere may lead to increased price volatility for publicly traded securities, which could make it more difficult for us to consummate an initial business combination;

we have identified a material weakness in our internal control over financial reporting as of December 31, 2024 related to complex financial instruments as well as the Companys controls over reconciliations for accrued expenses and prepaid expenses during the financial statement close and disclosure review process. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results;

there is substantial doubt about our ability to continue as a going concern if we do not complete our initial business combination by January 13, 2026; and

resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not completed our initial business combination within the required period, our public stockholders may receive only approximately $10.20 per share, or less than such amount in certain circumstances, on the liquidation of our trust account, and our rights and warrants will expire worthless.