Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
As previously disclosed, on May 2, 2022, Brookline Capital Acquisition Corp., a
Delaware corporation (the "Company"), issued a non-convertible unsecured
promissory note (the "Extension Note") in the principal amount of $167,032.54 to
Brookline Capital Holdings, LLC, a Delaware limited liability company (the
"Sponsor"). The Sponsor deposited such funds into the Company's trust account
(the "Trust Account"), as described in the prospectus filed by the Company in
connection with the Company's initial public offering. The Extension Note was
issued in connection with the approval of the Amendment to the Company's Amended
and Restated Certificate of Incorporation and extension (the "Extension") of the
date by which the Company must consummate a business combination transaction
from May 2, 2022 (the date which is 15 months from the closing date of the
Company's initial public offering of units) on a monthly basis up to November 2,
2022 and constitutes the first monthly contribution as previously disclosed in
the Company's Current Report on Form 8-K as filed with the Securities and
Exchange Commission (the "SEC") on April 26, 2022.
On June 2, 2022, in connection with the second monthly contribution, the Sponsor
deposited an additional $167,032.54 into the Trust Account, and the Company
amended and restated the original Extension Note dated May 2, 2022 to include
the aggregate of both the first and second monthly contribution amounts.
The Extension Note bears no interest and is repayable in full upon the
consummation of the Company's previously announced business combination
disclosed in its Current Report on Form 8-K as filed with the SEC on March 18,
2022.
A copy of the Extension Note is attached as Exhibit 10.1 to this Current Report
on Form 8-K and is incorporated herein by reference. The disclosure as set forth
in this Item 2.03 is intended to be a summary only and is qualified in its
entirely by reference to such Extension Note.
Item 8.01 Other Events.
A copy of the press release issued by the Company announcing the extension of
the period of time the Company has to consummate its proposed transaction is
attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Description
10.1 First Amended and Restated Promissory Note dated June 2, 2022 issued
in favor of Brookline Capital Holdings, LLC
99.1 Press Release dated June 2, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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