BROAD CAPITAL ACQUISITION CORP : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits (form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On January 10, 2022, the U.S. Securities and Exchange Commission declared the Registration Statement on Form S-1 (File No. 333-258943) (the "Registration Statement"), relating to the initial public offering (the "IPO") of Broad Capital Acquisition Corp (the "Company"), effective.

In connection with the consummation of the IPO, the Company entered into the following agreements previously filed as exhibits to the Registration Statement:

  ? an Underwriting Agreement, dated January 10, 2022, by and among the Company
    and Chardan Capital Markets, LLC;

  ? a Private Placement Unit Purchase Agreement, dated January 10, 2022, between
    the Company and Broad Capital LLC (the "Sponsor");

  ? a Rights Agreement, dated January 10, 2022, between the Company and
    Continental Stock Transfer & Trust Company, as rights agent (the "Rights
    Agreement");




  ? an Investment Management Trust Agreement, dated January 10, 2022, between the
    Company and Continental Stock Transfer & Trust Company, as trustee;

  ? a Registration Rights Agreement, dated January 10, 2022, by and among the
    Company and the Sponsor, and certain directors of the Company;











  ? a Letter Agreement, dated January 10, 2022, by and among the Company, the
    Sponsor and each of the officers and directors of the Company; and

  ? an Administrative Services Agreement, dated January 10, 2022, by and between
    the Company and the Sponsor.

On January 13, 2022, the Company consummated the IPO of 10,000,000 units (the "Units"). Each Unit consists of one share of common stock, $0.000001 par value per share (the "Common Stock"), and one right (the "Public Rights") to receive one-tenth (1/10) of one share of Common Stock upon the consummation of an initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $100,000,000. The Company granted the underwriters a 45-day option to purchase up to 1,500,000 Units to cover over-allotments, if any.

As of January 13, 2022, a total of $101,000,000 of the net proceeds from the IPO and the Private Placement (as defined below) were deposited in a trust account established for the benefit of the Company's public shareholders. An audited balance sheet as of January 13, 2022 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement will be filed within 4 business days of the consummation of the IPO.

Item 3.02. Unregistered Sales of Equity Securities.

On January 13, 2022, simultaneously with the consummation of the IPO, the Company completed a private placement of an aggregate of 446,358 units (the "Placement Units") at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $4,463,580 (the "Private Placement"). The Placement Units are identical to the Units sold as part of the public Units in this offering, except as described in the Company's Registration Statement and prospectus, including in part that the initial purchasers agreed not to transfer, assign or sell any of the Placement Units or underlying securities (except in limited circumstances, as described in the prospectus) until the completion of the Company's initial business combination. Such initial purchasers were granted certain demand and piggyback registration rights in connection with the purchase of the Placement Units. The Placement Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering. The Placement Units have been issued pursuant to, and are governed by the Rights Agreement.

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the consummation of the Company's IPO on January 13, 2022, the Company filed its amended and restated articles of incorporation (the "Amended and Restated Articles of Incorporation") with the State of Delaware, effective on January 10, 2022. A copy of the Amended and Restated Articles of Incorporation is attached as Exhibit 3.1 and incorporated herein by reference.

Item 8.01. Other Events.

On January 11, 2022, in connection with the consummation of the IPO, the Company issued a press release, a copy of which is attached as Exhibit 99.1. In addition, in connection with the closing of the Company's IPO on January 13, 2022, the Company issued an additional press release. A copy of the January 13, 2022 press release is attached as Exhibit 99.2

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.

1.1      Underwriting Agreement, dated as of January 10, 2022, between the Company
       and Chardan Capital Markets, LLC

3.1      Form of Amended and Restated Certificate of Incorporation

4.4      Rights Agreement, dated as of January 10, 2022, between Continental Stock
       Transfer & Trust Company and the Company

10.1     Investment Management Trust Agreement, dated as of January 10, 2022,
       between Continental Stock Transfer & Trust Company and the Company

10.2     Registration and Stockholder Rights Agreement, dated as of January 10,
       2022, among the Company, Broad Capital LLC and certain directors of the
       Company

10.3     Private Placement Unit Purchase Agreement, dated as of January 10, 2022,
       between the Company and Broad Capital LLC

10.7     Letter Agreement, dated as of January 10, 2022, among the Company, Broad
       Capital LLC and each of the officers and directors of the Company

10.8     Administrative Services Agreement, dated as of November 29, 2021, between
       the Company and Broad Capital LLC

99.1     Press Release dated January 11, 2022

99.2     Press Release dated January 13, 2022

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