Broad Capital Acquisition Corp. (NasdaqGM:BRAC) entered into merger agreement to acquire Broad Capital Acquisition Corp for approximately $110 million on January 18, 2023. As part of redomestication merger and the Liquidation, the Stockholder will contribute all of the issued and outstanding ordinary shares of the Openmarkets to the Broad Capital Acquisition in exchange for 9,000,000 Purchaser Shares. Further, in addition to the Escrow Shares and the Adjustment Exchange Consideration, an additional 2,000,000 Purchaser Shares may be paid to the Stockholder based on certain performance benchmarks following the Closing as detailed in the BCA (the ?Earnout?). In case of termination, Openmarkets must pay the BRAC a breakup fee equal to $5,000,000 plus the amount of the Purchaser?s reasonable and documented out-of-pocket expenses incurred in connection with the BCA and the transactions contemplated thereunder. As part of the transaction, OMG will retain its experienced management team, led by CEO Dan Jowett. The board of directors of the combined company will consist of seven directors, of whom two individuals will be designated by BRAC and of whom five individuals will be designated by OMG. The Business Combination has been approved by the boards of directors of each of BRAC and OMG and by the shareholders of OMG. The Business Combination will require the approval of the shareholders of BRAC and is subject to other customary closing conditions, including a definitive proxy statement on Schedule 14A of BRAC being filed with and cleared by the U.S. Securities and Exchange Commission (the "SEC"). The transaction is expected to close in the second quarter of 2023. As on June 12 , 2023 Broad Capital deposited $0.15 million (the ?Extension Payment?) into the Company?s Trust account for its public stockholders, representing $0.0332 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination from June 13, 2023 to July 13, 2023. As of June 15, 2023, Broad Capital extended the period of time it has to consummate the transaction to July 13, 2023. As on July 7, 2023, Broad Capital extended the period of time it has to consummate the transaction to August 13, 2023.

ARC Group Limited is acting as sole financial and M&A advisor to OMG on the transaction. Biztech Lawyers are acting as US and Australian legal counsel to OMG. MSPC Certified Public Accountants and Advisors and Moore Australia serve as OMG's auditors. Nelson Mullins Riley & Scarborough LLP is acting as US legal counsel to BRAC and King Kee Appraisal and Advisory is providing its opinion on the Business Combination.