Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On April 12, 2021, the Acting Director of the Division of Corporation Finance
and Acting Chief Accountant of the U.S. Securities and Exchange Commission (the
"SEC") together issued a statement regarding the accounting and reporting
considerations for warrants issued by special purpose acquisition companies
entitled "Staff Statement on Accounting and Reporting Considerations for
Warrants Issued by Special Purpose Acquisition Companies ('SPACs')" (the "SEC
Staff Statement"). As previously disclosed in our Notification of Late Filing on
Form 12b-25, filed with the SEC on May 17, 2021, given the scope of the process
for determining the appropriate accounting treatment of its outstanding warrants
in accordance with the SEC Staff Statement and Accounting Standards Codification
("ASC") 815-40, Derivatives and Hedging: Contracts in an Entities Own Equity,
Brookline Capital Acquisition Corp. (the "Company") was unable to complete and
file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
2021 (the "Form 10-Q") by the required due date without unreasonable effort and
expense.
On May 28, 2021, the Company received a notice (the "Notice") from the Listing
Qualifications Department of The Nasdaq Stock Market LLC (the "Exchange")
indicating that, as a result of not having timely filed the Form 10-Q with the
SEC, the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the
"Listing Rule"). The Listing Rule requires listed companies to timely file all
required periodic reports with the SEC.
The Notice stated that the Company has sixty days from the date of the Notice,
or until July 26, 2021, to submit a plan to regain compliance with the Rule. If
Nasdaq accepts the Company's plan, it has the discretion to grant the Company an
extension of up to 180 calendar days from the due date of the Form 10-Q (or
until November 22, 2021) to regain compliance. This notification has no
immediate effect on the listing of the Company's shares on Nasdaq.
Cautionary Statement Regarding Forward-Looking Statements
This report includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements, including relating
to the filing of the 10-Q, other than statements of historical fact included in
this report are forward-looking statements. When used in this report, words such
as "anticipate," "believe," "estimate," "expect," "intend" and similar
expressions, as they relate to the Company or its management team, identify
forward-looking statements. Such forward-looking statements are based on the
beliefs of management, as well as assumptions made by, and information currently
available to, the Company's management. Actual results could differ materially
from those contemplated by the forward-looking statements as a result of certain
factors detailed in the Company's filings with the SEC. All subsequent written
or oral forward-looking statements attributable to the Company or persons acting
on its behalf are qualified in their entirety by this paragraph. Forward-looking
statements are subject to numerous conditions, many of which are beyond the
control of the Company, including those set forth in the Risk Factors section of
the Company's prospectus relating to the IPO filed with the SEC. Copies of such
filings are available on the SEC's website, www.sec.gov. The Company undertakes
no obligation to update these statements for revisions or changes after the date
of this release, except as required by law.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
99.1 Press release dated June 4, 2021
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