Broad Capital Acquisition Corp. (NASDAQ:BRAC) announced this afternoon that it has entered into an amendment to its merger agreement to combine with fintech target Openmarkets.
On August 4, the parties amended the business combination agreement to decrease the number of purchase shares to be issued to the seller, BMYG OMG Pty Ltd, as consideration at closing from 9,000,000 to 7,000,000 due to an updated valuation of Openmarkets.
Pursuant to the original terms of the merger agreement, the consideration to be paid in newly issued ordinary shares of OMG at a deemed price of $10 per share to existing shareholders of OMG was based upon Openmarket’s $90 million base enterprise value, with another $20 million (2,000,000 shares) deposited with an independent escrow agent to support an agreed earnout structure.
Additionally, the outside date was extended from June 30, 2023 to January 1, 2024.
Broad Capital originally raised $102.6 million through its IPO in January 2022, but saw 55.5% of this redeemed during previous votes, leaving it with $48.27 million in its trust. The SPAC inked its deal with Openmarkets earlier this year in January and has not currently supplemented this with additional financing.
Furthermore, there is a minimum cash closing condition of at least A$7 million (Australian dollars) in cash or cash equivalents upon closing. The parties currently face an August 13 completion deadline, but can extend this until January 13.
Melbourne, Australia-based Openmarkets offers enterprise software tools to financial planners and brokers while also providing an equity and derivatives trading platform for retail traders in the Australian market.
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