Form 8-K Brookline Capital Acquis For: Feb 18
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 18, 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.) |
600 Lexington Avenue New York, New York |
10022 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (646) 603-6716
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications 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-half of one Redeemable Warrant | BCACU | The NASDAQ Stock Market LLC | ||
Common Stock, par value $0.0001 per share | BCAC | The NASDAQ Stock Market LLC | ||
Warrants, each whole warrant exercisable for one share of Common Stock for $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 Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company þ
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. ☐
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Item 8.01. Other Events.
Separate Trading of Units, Common Stock and Warrants
On February 18, 2021, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Units may elect to separately trade shares of the Common Stock and the Warrants comprising the Units commencing on February 22, 2021. Those Units not separated will continue to trade on The Nasdaq Capital Market under the symbol “BCACU,” and the Common Stock and Warrants that are separated will trade on The Nasdaq Capital Market under the symbols “BCAC” and “BCACW,” respectively. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Holders of Units will need to instruct their brokers to contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, to separate their Units into shares of Common Stock and Warrants.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 | Press Release, dated February 18, 2021 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Brookline Capital Acquisition Corp. | ||
Date: February 18, 2021 | By: | /s/ Samuel P. Wertheimer |
Samuel P. Wertheimer | ||
Chief Executive Officer |
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Exhibit 99.1
Brookline Capital Acquisition Corp. Announces the Separate Trading of its Common Stock and Warrants, Commencing February 22, 2021
New York, NY, Feb. 18, 2021 (GLOBE NEWSWIRE) -- Brookline Capital Acquisition Corp. (NASDAQ: BCACU) (the “Company”) announced today that, commencing February 22, 2021, holders of the 5,750,000 units sold in the Company’s initial public offering may elect to separately trade shares of the Company’s common stock and warrants included in the units. Common stock and warrants that are separated will trade on The Nasdaq Capital Market under the symbols “BCAC” and “BCACW,” respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Those units not separated will continue to trade on The Nasdaq Capital Markets under the symbol “BCACU.” Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company's transfer agent, in order to separate the units into shares of common stock and warrants.
A registration statement relating to these securities has been filed with, and declared effective by, the Securities and Exchange Commission (the “SEC”) on January 28, 2021. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The Company is a blank check company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue an initial business combination target in any business or industry, it intends to focus its search on life science companies in the United States and Europe.
FORWARD-LOOKING STATEMENTS
This press release contains statements that constitute “forward-looking statements.” Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and final prospectus for the offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact
Samuel P. Wertheimer
Brookline Capital Acquisition Corp.
(646) 603-6716
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