Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year

On April 26, 2022, Brookline Capital Acquisition Corp. (the "Company") held a special meeting of its stockholders (the "Special Meeting"). At the Special Meeting, the Company's stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation that extends 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. The certificate of amendment was filed with the Delaware Secretary of State and has an effective date of April 26, 2022.

The foregoing description of the certificate of amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the certificate of amendment, a copy of which is filed herewith as Exhibit 3.1 to this report and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

At the Special Meeting, of the 7,434,500 shares of common stock outstanding and entitled to vote, 5,259,170 shares were represented, constituting a quorum. The final results for the matter submitted to a vote of stockholders at the Special Meeting are as follows:

Proposal 1: The stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation to extend 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, by the votes set forth in the table below:



   For      Against   Abstained
5,248,536    6,974      3,660

No other items were presented for stockholder approval at the Special Meeting.

Item 7.01 Regulation FD Disclosure.

The information set forth below under this Item 7.01 is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

In connection with Proposal 1 to amend the Company's Amended and Restated Certificate of Incorporation to extend 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, stockholders elected to redeem 688,408 shares of the Company's common stock, par value $0.0001 per share ("Common Stock"), which represents approximately 12% of the shares that were part of the units that were sold in the Company's initial public offering. Following such redemptions, approximately $51.1 million will remain in the trust account and 6,746,092 shares of Common Stock will remain issued and outstanding.

On April 26, 2022, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits





Exhibit
Number

 3.1           Certificate of Amendment to Amended and Restated Certificate of
             Incorporation

99.1           Press Release, dated April 26, 2022

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

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses