BROOKLINE CAPITAL ACQUISITION CORP. : Creation of Direct Financial Obligation or Obligation Under Off-Balance Sheet Arrangement of Registrant, Unregistered Sale of Equity Securities, Other Events, Financial Statements and Exhibits (Form 8-K)

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a

Off-balance sheet arrangement of a registrant.

On May 2, 2022, Brookline Capital Acquisition Corp.a Delaware company (the “Company”), has issued an unsecured non-convertible promissory note (the “Extension Note”) in the principal amount of $167,032.54 for Brookline Capital Holdings, LLCa Delaware limited liability company (the “Sponsor”). The Limited Partner has deposited these funds in 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 has been issued in connection with the approval of the Amendment to the Amended and Restated Certificate of Incorporation of the Company and the extension (the “Extension”) of the date on which the Company must complete a business combination transaction from May 2, 2022 (the date which is 15 months from the closing date of the initial public offering of the Company’s shares) on a monthly basis until 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 on
April 26, 2022.

On May 2, 2022the Company has also issued an additional unsecured convertible promissory note (the “Rollover Note”) in an aggregate principal amount of $424,770.00 to the Godfather. The working capital note has been issued to provide the company with additional working capital during the extension and will not be deposited in the trust account. The company issued the working capital note in return for a loan from the sponsor to fund the working capital requirements of the company. The working capital note is convertible at the option of the limited partner upon completion of our initial business combination. Upon such election, the Convertible Note will be converted, at the price of $10.00 per unit, in units identical to the private placement units issued as part of the Company’s initial public offering.

The Extension Note and the Working Capital Note bear no interest and are repayable in full upon completion of the business combination previously announced by the Company and disclosed in its current report on Form 8-K as filed with the
Security and Exchange Commission on March 18, 2022except that the working capital note may be converted, at our limited partner’s sole option, into units of BCAC upon the completion of the business combination previously announced by the company.

A copy of each of the Extension Note and the Working Capital Note are attached as Exhibits 10.1 and 10.2, respectively, to this current Report on Form 8-K and are incorporated herein by reference. The disclosure as set forth in this Section 2.03 is intended to be a summary only and is fully qualified by reference to each such note.

Item 3.02 Unrecorded Sales of Equity securities.

The information set forth in Section 2.03 of this Current Report on Form 8-K is incorporated by reference into this Section 3.02. A total of 42,477 private placement units of the Company would be issued if the entire principal balance of the working capital note were converted. The warrants forming part of the Units would be exercisable, subject to the terms and conditions of the warrant and during the exercise period provided for in the warrant agreement governing the warrants. The Company relied on Section 4(a)(2) of the Securities Act of 1933, as amended, in connection with the issuance and sale of the convertible promissory note, as it was issued at a sophisticated investor with no view to distribution, and has not been issued by way of general solicitation or advertisement.

Section 8.01 Other Events.

A copy of the press release issued by the Company announcing the extension of the time for the Company to complete its proposed transaction is attached as Exhibit 99.1 to this Current Report on Form 8-K.

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Item 9.01 Financial statements and supporting documents.

(d) Exhibits:

Exhibit     Description

10.1          Promissory Note dated May 2, 2022 issued in favor of Brookline
            Capital Holdings, LLC

10.2          Promissory Note dated May 2, 2022 issued in favor of Brookline
            Capital Holdings, LLC

99.1          Press release dated May 2, 2022

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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