QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
|
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(Address Of Principal Executive Offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-half of one redeemable warrant |
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
Page |
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Item 1. | 1 | |||||
1 | ||||||
2 | ||||||
3 | ||||||
4 | ||||||
5 | ||||||
Item 2. | 18 | |||||
Item 3. | 22 | |||||
Item 4. | 23 | |||||
Item 1. | 23 | |||||
Item 1A. | 24 | |||||
Item 2. | 25 | |||||
Item 3. | 25 | |||||
Item 4. | 25 | |||||
Item 5. | 25 | |||||
Item 6. | 25 |
Item 1. |
Unaudited Financial Statements |
September 30, 2021 |
December 31, 2020 |
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(Unaudited) |
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Assets: |
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Current assets: |
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Cash |
$ | $ | ||||||
Prepaid expenses |
— | |||||||
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Total current assets |
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Investments held in Trust Account |
— | |||||||
Deferred offering costs associated with the proposed public offering |
— | |||||||
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Total Assets |
$ |
$ |
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Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Equity: |
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Current liabilities: |
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Accounts payable |
$ | $ | — | |||||
Accrued expenses |
— | |||||||
Franchise tax payable |
— | |||||||
Note payable - related party |
— | |||||||
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Total current liabilities |
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Derivative warrant liabilities |
— | |||||||
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Total liabilities |
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Commitments and Contingencies |
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Common stock subject to possible redemption, redemption value share at September 30, 2021 and December 31, 2020, respectively |
— | |||||||
Stockholders’ Equity: |
||||||||
Preferred stock, $ |
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Common stock, $ |
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Additional paid-in capital |
||||||||
Accumulated deficit |
( |
) | ( |
) | ||||
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|
|||||
Total stockholders’ equity |
||||||||
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|
|||||
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Equity |
$ |
$ |
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|
|
|
|
For the nine months ended September 30, 2021 |
For the period from May 27, 2020 (inception) through September 30, 2020 |
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For the three months ended September 30, |
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2021 |
2020 |
|||||||||||||||
General and administrative expenses |
$ | $ | $ | $ | ||||||||||||
Administrative expenses - related party |
— | |||||||||||||||
Franchise tax expense |
— | |||||||||||||||
Loss from operations |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Other income (expenses) |
||||||||||||||||
Change in fair value of derivative warrant liabilities |
— | |||||||||||||||
Net gain (loss) from investments held in Trust Account |
( |
) | — | |||||||||||||
Total other income |
— | |||||||||||||||
Net income (loss) |
$ | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||||
Weighted average shares outstanding - redeemable common stock |
||||||||||||||||
Basic and diluted net income per share, redeemable common stock |
$ |
$ |
$ |
( |
) |
$ |
||||||||||
Weighted average shares outstanding - non-redeemable common stock |
||||||||||||||||
Basic and diluted net income per share, non-redeemable common stock |
$ |
$ | ( |
) | $ | ( |
) | $ | ( |
) | ||||||
Accumulated Deficit |
||||||||||||||||||||
Total Stockholders’ Equity |
||||||||||||||||||||
Common Stock |
Additional Paid- In Capital |
|||||||||||||||||||
Shares |
Amount |
|||||||||||||||||||
Balance - December 31, 2020 |
$ |
$ |
$ ( |
) |
$ |
|||||||||||||||
Sale of units in private placement, less derivative warrant liabilities |
— |
|||||||||||||||||||
Accretion of common stock subject to possible redemption |
— |
— |
( |
) | — | ( |
) | |||||||||||||
Net loss |
— |
— |
— |
( |
) | ( |
) | |||||||||||||
|
|
|
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|
|
|
|
|
|
|||||||||||
Balance - March 31, 2021 (unaudited ), as restated |
( |
) |
||||||||||||||||||
Net loss |
— |
— |
— |
( |
) | ( |
) | |||||||||||||
|
|
|
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|
|
|
|
|
|||||||||||
Balance - June 30, 2021 (unaudited ), as restated |
( |
) |
||||||||||||||||||
Net income |
— |
— |
— |
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance - September 30, 2021 (unaudited) |
$ |
$ |
$ ( |
) |
$ |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
Total Stockholders’ Equity |
||||||||||||||||||||
Common Stock |
Additional Paid- In Capital |
Accumulated Deficit |
||||||||||||||||||
Shares |
Amount |
|||||||||||||||||||
Balance - May 27, 2020 (inception) |
$ |
$ |
$ |
$ |
||||||||||||||||
Issuance of common stock to Sponsor |
— | |||||||||||||||||||
Net loss |
— | — | — | ( |
) | ( |
) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance - June 30, 2020 (unaudited) |
$ | $ | $ | ( |
) | $ | ||||||||||||||
Sponsor forfeiture of founder shares |
( |
) | ( |
) | — | — | ||||||||||||||
Issuance of founder shares to affiliates of underwriter |
— | |||||||||||||||||||
Net loss |
— | — | — | ( |
) | ( |
) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance - September 30, 2020 (unaudited) |
$ |
$ |
$ |
( |
) |
$ |
||||||||||||||
|
|
|
|
|
|
|
|
|
|
For the nine months ended September 30, 2021 |
For the period from May 27, 2020 (inception) through September 30, 2020 |
|||||||
Cash Flows from Operating Activities: |
||||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
General and administrative expenses paid by related party under promissory note |
||||||||
Change in fair value of derivative warrant liabilities |
( |
) | ||||||
Net gain from investments held in Trust Account |
( |
) | ||||||
Changes in operating assets and liabilities: |
||||||||
Prepaid expenses |
( |
) | ||||||
Account payable |
||||||||
Accrued expenses |
||||||||
Franchise tax payable |
||||||||
|
|
|
|
|||||
Net cash used in operating activities |
( |
) | ||||||
|
|
|
|
|||||
Cash Flows from Investing Activities |
||||||||
Cash deposited in Trust Account |
( |
) | ||||||
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|
|
|
|||||
Net cash used in investing activities |
( |
) | ||||||
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|
|
|
|||||
Cash Flows from Financing Activities: |
||||||||
Repayment of note payable to related party |
( |
) | ||||||
Proceeds from issuance of representative shares |
||||||||
Proceeds received from initial public offering, gross |
||||||||
Proceeds received from private placement |
||||||||
Offering costs paid |
( |
) | ||||||
|
|
|
|
|||||
Net cash provided by financing activities |
||||||||
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|
|||||
Net change in cash |
||||||||
Cash - beginning of the period |
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|
|
|
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Cash - end of the period |
$ |
$ | ||||||
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|
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|
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Supplemental disclosure of noncash activities: |
||||||||
Offering costs included in accrued expenses |
$ | $ | ||||||
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|
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Offering costs paid by related party under promissory note |
$ | $ | |
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|
|
|
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Deferred offering costs paid by Sponsor in exchange for common stock |
$ | $ | ||||||
|
|
|
|
As of March 31, 2021 |
As Reported |
Adjustment |
As Restated |
|||||||||
Common stock subject to possible redemption |
$ |
$ |
$ |
|||||||||
Common stock |
( |
) | ||||||||||
Additional paid-in capital |
( |
) | ||||||||||
Accumulated deficit |
( |
) | — | ( |
) | |||||||
Total stockholders’ equity |
$ |
$ |
( |
) |
$ |
|||||||
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Equity |
$ |
$ |
— |
$ |
As of June 30, 2021 |
As Reported |
Adjustment |
As Restated |
|||||||||
Common stock subject to possible redemption |
$ |
$ |
$ |
|||||||||
Common stock |
( |
) | ||||||||||
Additional paid-in capital |
( |
) | ||||||||||
Accumulated deficit |
( |
) | — | ( |
) | |||||||
Total stockholders’ equity |
$ |
$ |
( |
) |
$ |
|||||||
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Equity |
$ |
$ |
— |
$ |
Three Months Ended March 31, 2021 |
As Reported |
Adjustment |
As Restated |
|||||||||
Sale of Units in Initial Public Offering, Gross |
||||||||||||
Common stock, par value $0.0001 |
$ |
$ |
( |
) |
$ |
— |
||||||
|
|
|
|
|
|
|||||||
Additional paid-in capital |
$ |
$ |
( |
) |
$ |
— |
||||||
|
|
|
|
|
|
|||||||
Total stockholders’ equity (deficit) |
$ |
$ |
( |
) |
$ |
— |
||||||
|
|
|
|
|
|
|||||||
Offering Costs |
||||||||||||
Additional paid-in capital |
$ |
( |
) |
$ |
$ |
— |
||||||
|
|
|
|
|
|
|||||||
Total stockholders’ equity (deficit) |
$ |
( |
) |
$ |
$ |
— |
||||||
|
|
|
|
|
|
|||||||
Common stock Subject to Possible Redemption |
||||||||||||
Common stock, par value $0.0001 |
$ |
( |
) |
$ |
$ |
— |
||||||
|
|
|
|
|
|
|||||||
Additional paid-in capital |
$ |
( |
) |
$ |
$ |
— |
||||||
|
|
|
|
|
|
|||||||
Total stockholders’ equity (deficit) |
$ |
( |
) |
$ |
$ |
— |
||||||
|
|
|
|
|
|
|||||||
Accretion of Common stock to Redemption Amount |
||||||||||||
Additional paid-in capital |
$ |
— |
$ |
( |
) |
$ |
( |
) | ||||
|
|
|
|
|
|
|||||||
Total stockholders’ equity (deficit) |
$ |
— |
$ |
( |
) |
$ |
( |
) | ||||
|
|
|
|
|
|
Three Months Ended June 30, 2021 |
As Reported |
Adjustment |
As Restated |
|||||||||
Common stock Subject to Possible Redemption |
||||||||||||
Common stock, par value $0.0001 |
$ |
$ |
( |
) |
$ |
— |
||||||
|
|
|
|
|
|
|||||||
Additional paid-in capital |
$ |
$ |
( |
) |
$ |
— |
||||||
|
|
|
|
|
|
|||||||
Total stockholders’ equity (deficit) |
$ |
$ |
( |
) |
$ |
— |
||||||
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|
|
|
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|
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|
Form 10-Q: Three Months Ended March 31, 2021 |
| |||||||||||
As Reported |
Adjustment |
As Restated |
||||||||||
Supplemental Disclosure of Noncash Financing Activities: |
||||||||||||
Initial value of common stock subject to possible redemption |
$ |
$ |
( |
) |
$ |
— |
||||||
|
|
|
|
|
|
|||||||
Change in value of common stock subject to possible redemption |
$ |
( |
) |
$ |
$ |
— |
||||||
|
|
|
|
|
|
Form 10-Q: Six Months Ended June 30, 2021 |
| |||||||||||
As Reported |
Adjustment |
As Restated |
||||||||||
Supplemental Disclosure of Noncash Financing Activities: |
||||||||||||
Initial value of common stock subject to possible redemption |
$ |
$ |
( |
) |
$ |
— |
||||||
|
|
|
|
|
|
|||||||
Change in value of common stock subject to possible redemption |
$ |
( |
) |
$ |
$ |
— |
||||||
|
|
|
|
|
|
As |
Adjustment |
As Restated |
||||||||||
Form 10-Q (March 31, 2021) - three months ended March 31, 2021 |
||||||||||||
Weighted average shares outstanding - redeemable common stock |
|
|
|
|
|
|
( |
) |
|
|
|
|
Basic and diluted loss per share - redeemable common stock |
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
Weighted average shares outstanding - non-redeemable common stock |
( |
) | ||||||||||
Basic and diluted loss per share - non-redeemable common stock |
$ | ( |
) | $ | $ | ( |
) | |||||
Form 10-Q (June 30, 2021) - three months ended June 30, 2021 |
||||||||||||
Weighted average shares outstanding - redeemable common stock |
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted loss per share - redeemable common stock |
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
Weighted average shares outstanding - non-redeemable common stock |
( |
) | ||||||||||
Basic and diluted loss per share - non-redeemable common stock |
$ | ( |
) | $ | $ | ( |
) | |||||
Form 10-Q (June 30, 2021) - six months ended June 30, 2021 |
||||||||||||
Weighted average shares outstanding - redeemable common stock |
|
|
|
|
|
|
( |
) |
|
|
|
|
Basic and diluted loss per share - redeemable common stock |
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
Weighted average shares outstanding - non-redeemable common stock |
( |
) | ||||||||||
Basic and diluted loss per share - non-redeemable common stock |
$ | ( |
) | $ | ( |
) | $ | ( |
) |
• | Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
For the Three Months Ended September 30, 2021 |
For the Nine Months Ended September 30, 2021 |
|||||||||||||||
redeemable |
non-redeemable |
redeemable |
non-redeemable |
|||||||||||||
Basic and diluted net income (loss) per common share: |
||||||||||||||||
Numerator: |
||||||||||||||||
Allocation of net income (loss) |
( |
( |
||||||||||||||
Denominator: |
||||||||||||||||
Basic and diluted weighted average common shares outstanding |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Basic and diluted net income (loss) per common share |
$ |
$ |
$ |
( |
$ |
( |
||||||||||
|
|
|
|
|
|
|
|
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of |
• | if, and only if, the last sale price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any |
• | if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such Public Warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. |
Gross proceeds |
$ | |||
Less: |
||||
Common stock issuance costs |
( |
) | ||
Plus: |
||||
Accretion of carrying value to redemption value |
||||
|
|
|||
Common stock subject to possible redemption |
$ | |||
|
|
September 30, 2021 |
||||||||||||
Description |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
|||||||||
Assets - Investments held in Trust Account: |
||||||||||||
Mutual funds |
$ | $ | — | $ | — | |||||||
U.S. Treasury Securities |
$ | $ | — | $ | — | |||||||
Liabilities: |
||||||||||||
Derivative warrant liabilities - Private |
$ | — | $ | — | $ |
As of February 2, 2021 |
As of March 31, 2021 |
As of June 30, 2021 |
As of September 30, 2021 | |||||
Volatility |
||||||||
Stock price |
$ |
$ |
$ |
$ | ||||
Expected life of the options to convert |
||||||||
Risk-free rate |
||||||||
Dividend yield |
Level 3 - Derivative warrant liabilities at December 31, 2020 |
$ | |||
Issuance of Private Warrants |
||||
Change in fair value of derivative warrant liabilities |
||||
|
|
|||
Level 3 - Derivative warrant liabilities at March 31, 2021 |
||||
Change in fair value of derivative warrant liabilities |
||||
|
|
|||
Level 3 - Derivative warrant liabilities at June 30, 2021 |
||||
Change in fair value of derivative warrant liabilities |
( |
) | ||
|
|
|||
Level 3 - Derivative warrant liabilities at September 30, 2021 |
$ | |||
|
|
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
Item 4. |
Controls and Procedures |
Item 1. |
Legal Proceedings |
Item 1A. |
Risk Factors |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds. |
Item 3. |
Defaults upon Senior Securities |
Item 4. |
Mine Safety Disclosures. |
Item 5. |
Other Information. |
Item 6. |
Exhibits. |
32.2* | Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101.INS | XBRL Instance Document | |
101.SCH | XBRL Taxonomy Extension Schema Document | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |
Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* | These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. |
Dated: December 8, 2021 | BROOKLINE CAPITAL ACQUISITION CORP. | |||||
By: | /s/ Dr. Samuel P. Wertheimer | |||||
Name: | Dr. Samuel P. Wertheimer | |||||
Title: | Chief Executive Officer and Chairman |
EXHIBIT 31.1
CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Dr. Samuel P. Wertheimer, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 of Brookline Capital Acquisition Corp.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | [Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313]; |
c. | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls over financial reporting. |
Date: December 8, 2021 | By: | /s/ Dr. Samuel P. Wertheimer | ||||
Dr. Samuel P. Wertheimer | ||||||
Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Patrick Sturgeon, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 of Brookline Capital Acquisition Corp.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | [Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313]; |
c. | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls over financial reporting. |
Date: December 8, 2021 | By: | /s/ Patrick Sturgeon | ||||
Patrick Sturgeon | ||||||
Chief Financial Officer (Principal Financial and Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Brookline Capital Acquisition Corp. (the Company) on Form 10-Q for the quarter ended September 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Dr. Samuel P. Wertheimer, Chief Executive Officer and Chairman of the Board of Directors of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: December 8, 2021
/s/ Dr. Samuel P. Wertheimer | ||
Name: | Dr. Samuel P. Wertheimer | |
Title: | Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Brookline Capital Acquisition Corp. (the Company) on Form 10-Q for the quarter ended September 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Patrick Sturgeon, Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: December 8, 2021
/s/ Patrick Sturgeon |
Name: Patrick Sturgeon |
Title: Chief Financial Officer (Principal Financial and Accounting Officer) |