PART I - FINANCIAL INFORMATION Financial Statements The unaudited financial statements for Broad Capital Acquisition Corp as of September 30, 2024, detail the company's financial position as a pre-business combination SPAC Balance Sheets As of September 30, 2024, total assets decreased to $20.2 million from $50.8 million, primarily due to reduced cash in the trust account following stock redemptions Balance Sheet Highlights (Unaudited) | Metric | Sept 30, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | Cash and Marketable Securities in trust account | $20,160,402 | $50,772,949 | | Total Assets | $20,211,332 | $50,817,322 | | Total Liabilities | $12,381,944 | $10,462,846 | | Common Stock subject to possible redemption | $19,401,033 | $50,095,136 | | Total Stockholders' Deficit | ($11,571,645) | ($9,740,660) | - The number of common shares subject to possible redemption decreased from 4,522,582 as of December 31, 2023, to 1,717,663 as of September 30, 20244 Statements of Operations For the nine months ended September 30, 2024, the company reported a net loss of $1.03 million, driven by operating costs partially offset by interest income Statements of Operations Highlights (Unaudited) | Metric | Nine Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2023 | | :--- | :--- | :--- | | Loss from Operations | ($1,423,310) | ($2,118,291) | | Interest earned on marketable securities | $712,832 | $2,088,010 | | Net Loss | ($1,025,807) | ($497,939) | | Basic and diluted net loss per share | ($0.21) | ($0.06) | Statements of Changes in Stockholders' Deficit The stockholders' deficit increased from $9.7 million at the end of 2023 to $11.6 million as of September 30, 2024, primarily due to net loss and redemption adjustments - For the nine months ended September 30, 2024, the accumulated deficit increased by $1,830,985, from ($9,740,663) to ($11,571,648)6 Statements of Cash Flows For the nine months ended September 30, 2024, net cash used in operating activities was $876,686, while investing activities provided $31.3 million, primarily from trust account withdrawals Cash Flow Summary (Unaudited) | Activity | Nine Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | ($876,686) | ($1,338,922) | | Net cash provided by investing activities | $31,325,379 | $56,552,256 | | Net cash used in financing activities | ($30,433,295) | ($55,593,624) | | Net change in cash | $15,398 | ($380,290) | Notes to Financial Statements The notes detail the company's status as a blank check company pursuing a business combination with Openmarkets Group, facing going concern uncertainty and excise tax liability - The company entered into a merger agreement with Openmarkets Group Pty Ltd. on January 18, 2023, which has been amended six times, most recently on October 11, 2024, changing the closing consideration from 7,500,000 to 4,000,000 Purchaser Shares and restructuring the earnout29107 - The company has extended its business combination deadline multiple times, most recently to January 13, 2025, funded by monthly sponsor payments reduced to $60,000 per month starting January 20244950 - As of September 30, 2024, the company had outstanding loans of $1,088,861 for working capital and $3,323,628 for extension payments, provided by the sponsor or its affiliates559596 - The company recorded an excise tax liability of $895,904 as of September 30, 2024, related to the 1% excise tax on stock redemptions under the Inflation Reduction Act of 202274 - Management has determined that there is substantial doubt about the company's ability to continue as a going concern if a business combination is not consummated within the required timeframe56 Management's Discussion and Analysis of Financial Condition and Results of Operations The company, a pre-revenue blank check entity, reported a $1.03 million net loss for the nine months ended September 30, 2024, with significant liquidity concerns and reliance on sponsor loans Results of Operations Comparison (Nine Months Ended Sep 30) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Net Loss | ($1,025,807) | ($497,939) | | Formation and operating costs | ($1,303,310) | ($1,939,085) | | Interest earned on marketable securities | $712,832 | $2,088,010 | - As of September 30, 2024, the company had only $30,680 in cash, which management believes may not be sufficient to operate for the next 12 months, raising substantial doubt about its ability to continue as a going concern122125 - The company's liquidity is heavily dependent on loans from its sponsor, with $1,088,861 outstanding under the Working Capital Loan and $3,323,628 under the Extension Loan as of September 30, 2024123124 - The company has a deferred underwriting commission liability of $3,555,674, payable only upon the completion of a business combination130 Quantitative and Qualitative Disclosures About Market Risk The company is not subject to any material market or interest rate risk due to its investments in short-term U.S. government treasury bills - The company believes there will be no material exposure to interest rate risk due to the short-term nature of its investments held in the Trust Account136 Controls and Procedures Management concluded that the company's disclosure controls and procedures were not effective as of September 30, 2024, with no material changes to internal control over financial reporting during the quarter - Management concluded that the company's disclosure controls and procedures were not effective as of the end of the fiscal quarter ended September 30, 2024139 - No material changes to internal control over financial reporting were identified during the most recently completed fiscal quarter140 PART II - OTHER INFORMATION Legal Proceedings The company reports no legal proceedings - None141 Risk Factors There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2023 - No material changes to risk factors have occurred since the last Annual Report on Form 10-K141 Unregistered Sales of Equity Securities and Use of Proceeds The company reports no unregistered sales of equity securities or changes in the use of proceeds - None142 Defaults Upon Senior Securities The company reports no defaults upon senior securities - None142 Mine Safety Disclosures This item is not applicable to the company - Not Applicable142 Other Information The company reports no other information - None142 Exhibits The report includes certifications from the Principal Executive Officer and Principal Financial Officer as required by the Sarbanes-Oxley Act, along with Inline XBRL data files - Exhibits filed include CEO and CFO certifications (31.1, 31.2, 32.1, 32.2) and Inline XBRL documents (101 series)142
Broad Capital Acquisition p(BRAC) - 2024 Q3 - Quarterly Report