Brookline Capital Acquisition : Amendment to Current Report (Form 8-K/A)

8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 23, 2021

BROOKLINE CAPITAL ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-39488		85-1260244
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

280 Park Avenue, Suite 43W New York, NY		10017
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: [phone]

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-Kfiling is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencementcommunications pursuant to Rule 14d-2(b)under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencementcommunications pursuant to Rule 13e-4(c)under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Units, each consisting of one share of common stock and one-halfof one redeemable warrant		BCACU		The Nasdaq Stock Market LLC
Common Stock, par value $0.0001 per share		BCAC		The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share		BCACW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2of the Securities Exchange Act of 1934 (§240.12b-2of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

This Current Report on Form 8-K/A is being filed to correct an inadvertent error contained under Item 4.02 of the Current Report on Form 8-K filed by the registrant on November 24, 2021 (the "Original Form 8-K"), identifying the Quarterly Reports on Form 10-Q that should no longer be relied upon. This Form 8-K/A amends and restates in its entirety Item 4.02 of the Original Form 8-K. No other changes were made to the Original Form 8-K.

Item 4.02 Non-Relianceon Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

In light of recent comment letters issued by the U.S. Securities and Exchange Commission (the "SEC"), the management of Brookline Capital Acquisition Corp. (the "Company") has re-evaluatedthe Company's application of ASC 480-10-S99-3Ato its accounting classification of the redeemable shares of common stock, par value $0.0001 per share (the "Public Shares"), issued as part of the units sold in the Company's initial public offering (the "IPO") on February 2, 2021. Historically, a portion of the Public Shares was classified as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Pursuant to such re-evaluation,the Company's management has determined that the Public Shares include certain provisions that require classification of the Public Shares as temporary equity regardless of the minimum net tangible assets required to complete the Company's initial business combination.

Therefore, on November 23, 2021, the Company's management and the audit committee of the Company's board of directors (the "Audit Committee"), after consultation with Marcum LLP ("Marcum"), the Company's independent registered public accounting firm, concluded that the Company's previously issued (i) audited balance sheet as of February 2, 2021 included in the Company's Current Report on Form 8-K,filed with the SEC on February 8, 2021, (ii) unaudited interim financial statements included in the Company's Quarterly Report on Form 10-Qfor the quarterly period ended March 31, 2021, filed with the SEC on June 7, 2021, and (iii) unaudited interim financial statements included in the Company's Quarterly Report on Form 10-Qfor the quarterly period ended June 30, 2021, filed with the SEC on August 16, 2021 (collectively, the "Affected Periods"), should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, the Company intends to restate its financial statements for the Affected Periods in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 ("Q3 Form 10-Q"), to be filed with the SEC as soon as practicable after the date of this report.

The Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account established in connection with the IPO (the "Trust Account").

The Company's management has concluded that in light of the classification error described above, a material weakness exists in the Company's internal control over financial reporting and that the Company's disclosure controls and procedures were not effective. The Company's remediation plan with respect to such material weakness will be described in more detail in the Q3 Form 10-Q.

The Company's management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-Kpursuant to this Item 4.02 with Marcum.

Forward-Looking Statements

This Current Report on Form 8-Kincludes "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as "believes," "expects," "intends," "plans," "estimates," "assumes," "may," "should," "will," "seeks," or other similar expressions. Such statements may include, but are not limited to, statements regarding the impact of the Company's restatement of certain historical financial statements, the Company's cash position and cash held in the Trust Account and any proposed remediation measures with respect to identified material weaknesses. These statements are based on current expectations on the date of this Current Report on Form 8-Kand involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

November 23, 2021			Brookline Capital Acquisition Corp.
		By:		/s/ Samuel P. Wertheimer
			Name: Samuel P. Wertheimer
			Title: Chief Executive Officer