Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
Brookline Capital Acquisition Corp. (the "Company") previously disclosed in our
Notification of Late Filing on Form 12b-25 filed with the SEC on November 15,
2021 that the compilation, dissemination and review by the Company of the
information required to be presented in the Form 10-Q for the quarter ended
September 30, 2021, particularly in light of recent communications from the
Chief Accountant's Office at the Securities and Exchange Commission relating to
accounting for shares subject to redemption, has imposed additional time
constraints that have rendered timely filing of the Form 10-Q impracticable
without undue hardship and expense to the registrant.
On November 30, 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 January 29, 2022, 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 May 23, 2022) to regain compliance. This notification has no immediate
effect on the listing of the Company's shares on Nasdaq.
The Company filed its Form 10-Q on December 9, 2021, which cures the deficiency
described in the Notice.
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.
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