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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