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") and on June 2, 2022 the Company issued an amended and restated
Extension Note (the "First Amended and Restated Extension Note") to reflect an
additional principal amount of $167,032.54 (for a collective principal amount of
$334,065.08). 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 and
the First Amended and Restated Extension Note were each 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
constitute the first and second monthly contributions 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 and the Company's Current
Report on Form 8-K as filed with the SEC on June 2, 2022.
On June 29, 2022, in connection with the third monthly contribution, the Sponsor
deposited an additional $167,032.54 into the Trust Account, and the Company
amended and restated the First Amended and Restated Extension Note to include
the aggregate of both the first, second and third monthly contribution amounts
(the "Second Amended and Restated Extension Note"), reflecting an aggregate
principal amount thereunder of $501,097.62.
The Second Amended and Restated 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 Second Amended and Restated 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 Second Amended and Restated Promissory Note dated June 29, 2022
issued in favor of Brookline Capital Holdings, LLC
99.1 Press Release dated June 30, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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