MTRY / Monterey Innovation Acquisition Corp - SEC Filings, Annual Report, Proxy Statement

MTRY / Monterey Innovation Acquisition Corp / MMCAP International Inc. SPC - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) Monterey Innovation Acquisition Corp. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 61240F108 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This Statement)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40861 Monterey Innovation Acquisition Corp. (Exact name of registrant as

Other Events

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): November 20, 2023 Monterey Innovation Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40861 (Commi

Other Events

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): November 7, 2023 Monterey Innovation Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40861 (Commis

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): October 9, 2023 Monterey Innovation Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40861 (Commiss

Promissory Note, dated June 30, 2023, issued to NorthStar Bio Ventures, LLLC.

Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF MAKER REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY TH

Promissory Note, dated June 30, 2023, issued to Chardan Monterey Investments LLC.

Exhibit 10.3 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF MAKER REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY TH

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40861 MONTEREY INNOVATION ACQUISITI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: June 30, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Fo

Amendment to the Investment Management Trust Agreement, dated July 3, 2023, by and between Monterey Innovation Acquisition Corp. and Continental Stock Transfer & Trust Company.

Exhibit 10.1 AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of July 3, 2023, by and between Monterey Innovation Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment,

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): July 3, 2023 Monterey Innovation

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): July 3, 2023 Monterey Innovation Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40861 (Commission

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Monterey Innovation Acquisition Corp., dated July 3, 2023.

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MONTEREY INNOVATION ACQUISITION CORP. July 3, 2023 Monterey Innovation Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Monterey Innovation Acquisition Corp.” The original certificate

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): June 30, 2023 Monterey Innovation

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): June 30, 2023 Monterey Innovation Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40861 (Commissio

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): June 30, 2023 Monterey Innovation

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): June 30, 2023 Monterey Innovation Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40861 (Commissio

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): June 30, 2023 Monterey Innovation

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): June 30, 2023 Monterey Innovation Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40861 (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40861 MONTEREY INNOVATION ACQUISIT

Promissory Note, dated March 10, 2023, issued to NorthStar Bio Ventures, LLLC.

Exhibit 10.5 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF MAKER REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY TH

Promissory Note, dated March 10, 2023, issued to Chardan Monterey Investments LLC.

Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF MAKER REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY TH

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on F

UNITED STATES SECURITIES AND EXCHANGE Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40861 MONTEREY I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2022 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report o

MTRY / Monterey Innovation Acquisition Corp / GROSSMAN JONAS - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.0001 per share, of Monterey Innovation Acquisition Corp., a Delaware corporation, is being filed and all amen

Letter Agreement, dated March 9, 2023, by and between the Company and certain directors and officers of the Company

Exhibit 10.2 March 9, 2023 Monterey Bio Acquisition Corporation 17 State Street 21st Floor New York, NY 10004 Chardan Capital Markets, LLC 17 State Street, 21st Floor New York, NY 10004 Re: Initial Public Offering Gentlemen: This letter agreement (this “Letter Agreement”), is being delivered to you in accordance with (A) the Share Transfer Agreement, dated March 9, 2023, by and between Chardan Mon

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): March 9, 2023 MONTEREY INNOVATION

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): March 9, 2023 MONTEREY INNOVATION ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40861 (Commissio

Certificate of Amendment

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MONTEREY BIO ACQUISITION CORPORATION Monterey Bio Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Monterey Bio Acquisition Corporation.” The original certificate of

Form of Share Transfer Agreement

Exhibit 10.1 SHARE TRANSFER AGREEMENT This Share Transfer Agreement (this “Agreement”), dated March 9, 2023, is entered into by and between [●] (“Transferee”) and [●] (“Transferor”). Whereas, Transferor currently holds [●] shares of common stock, par value $0.0001 per share (the “Founder Shares”), of Monterey Bio Acquisition Corporation (the “Company”), and Whereas, Transferor desires to transfer

Letter Agreement, dated March 9, 2023, among the Company, NorthStar Bio Ventures, LLC and Chardan Monterey Investments LLC

Exhibit 10.3 March 9, 2023 Monterey Bio Acquisition Corporation 17 State Street 21st Floor New York, NY 10004 Chardan Monterey Investments LLC 17 State Street, 21st Floor New York, NY 10004 NorthStar Bio Ventures, LLC 17 State Street 21st Floor New York, NY 10004 Re: Initial Public Offering Gentlemen: Reference is made to that certain letter agreement dated September 30, 2021, by and among Chardan

Assignment and Assumption of Administrative Services Agreement, dated March 9, 2023, among the Company, NorthStar Bio Ventures, LLC and Chardan Monterey Investments LLC

Exhibit 10.4 ASSIGNMENT AND ASSUMPTION OF ADMINISTRATIVE SERVICES AGREEMENT March 9, 2023 Reference is hereby made to that certain Administrative Service Agreement, dated September 30, 2021 (the “Agreement”), by and between Monterey Bio Acquisition Corporation (the “Company”) and NorthStar Bio Ventures, LLC (“Provider”), pursuant to which Provider makes available to the Company certain office spac

Monterey Bio Acquisition Corp. Announces Rebrand and Management Changes

Exhibit 99.1 Monterey Bio Acquisition Corp. Announces Rebrand and Management Changes NEW YORK, March 10, 2023 /PRNewswire/ - Monterey Bio Acquisition Corporation (Nasdaq: MTRYU) today announced a rebrand to Monterey Innovation Acquisition Corp. (“Monterey Innovation” or “the Company”), expanding its acquisition strategy to include a broader universe of disruptive technology targets, which is furth

MTRY / Monterey Bio Acquisition Corp / MMCAP International Inc. SPC - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) Monterey Bio Acquisition Corp. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 61240F108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check t

MTRY / Monterey Bio Acquisition Corp / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Monterey Bio Acquisition Corporation (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 61240F108 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Stateme

MTRY / Monterey Bio Acquisition Corp / PERISCOPE CAPITAL INC. - SC 13G Passive Investment

SC 13G 1 d425308dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Monterey Bio Acquisition Corp (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 61240F108 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Ch

MTRY / Monterey Bio Acquisition Corp / Karpus Management, Inc. - KARPUS INVESTMENT MGT / MONTEREY BIO ACQUISITION - SCHEDULE 13G/A(#1) Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) * Monterey Bio Acquisition Corporation (Name of Issuer) Common (Title of Class of Securities) 61240F108 (CUSIP Number) October 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to whi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPO

Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): October 7, 2022 Monterey Bio Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40861 (Commissi

Promissory Note, dated October 7, 2022, issued by Monterey Bio Acquisition Corporation to Chardan Monterey Investments, LLC

Exhibit 10.2 ? THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?).??THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY?NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF MAKER REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Promissory Note, dated October 7, 2022, issued by Monterey Bio Acquisition Corporation to NorthStar Bio Ventures, LLC

Exhibit 10.1 ? THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?).??THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY?NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF MAKER REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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): September 29, 2022 Monterey Bio Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40861 (Commi

Amendment to the Investment Management Trust Agreement, dated September 29, 2022, by and between Monterey Bio Acquisition Corporation and Continental Stock Transfer & Trust Company.

Exhibit 10.1 AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this ?Amendment?) is made as of September 29, 2022, by and between Monterey Bio Acquisition Corporation, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). Capitalized terms contained in this Amendm

Certificate of Amendment, dated September 29, 2022.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MONTEREY BIO ACQUISITION CORPORATION September 29, 2022 Monterey Bio Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Monterey Bio Acquisition Corporation? The or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

* * *

Jason Simon, Esq. Tel 703.749.1386 Fax 703.714.8386 [email protected] September 6, 2022 United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549-7010 Attention: Benjamin Holt Re: Monterey Bio Acquisition Corporation Preliminary Proxy Statement on Schedule 14A Filed August 24, 2022 File No. 001-408

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ? Check the appropriate box: x Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PU

Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT P

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Description of Registrant’s Securities.

Exhibit 4.5 ? DESCRIPTION OF REGISTRANT?S SECURITIES ? The following description of the securities of Monterey Bio Acquisition Corporation is a summary and does not purport to be complete. This summary is subject to and qualified in its entirety by reference to the full text of our amended and restated certificate of incorporation and our bylaws, each of which is incorporated by reference as an ex

UNITED STATES SECURITIES AND EXCHANGE Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

MTRY / Monterey Bio Acquisition Corp / Karpus Management, Inc. - KARPUS INVESTMENT MGT / MONTEREY BIO ACQUISITION - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.     ) * Monterey Bio Acquisition Corporation (Name of Issuer) Common (Title of Class of Securities) 61240F108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to

MTRY / Monterey Bio Acquisition Corp / NORTHSTAR BIO VENTURES, LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Monterey Bio Acquisition Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 61240F108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

MTRY / Monterey Bio Acquisition Corp / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Monterey Bio Acquisition Corporation (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 61240F108 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designa

MTRY / Monterey Bio Acquisition Corp / MMCAP International Inc. SPC - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A AMENDMENT NO.

MTRY / Monterey Bio Acquisition Corp / Saba Capital Management, L.P. - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Monterey Bio Acquisition Corporation (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 61240F108 (CUSIP Number) November 22, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate

MTRY / Monterey Bio Acquisition Corp / Feis Lawrence Michael - SCHEDULE 13G Passive Investment

Schedule 13G OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Monterey Bio Acquisition Corporation Announces the Separate Trading of its Common Stock and Warrants, Commencing November 22, 2021

Exhibit 99.1 Monterey Bio Acquisition Corporation Announces the Separate Trading of its Common Stock and Warrants, Commencing November 22, 2021 New York, NY, November 17, 2021 ? Monterey Bio Acquisition Corporation (the ?Company?) announced today that, commencing November 22, 2021, holders of the units sold in the Company?s initial public offering may elect to separately trade shares of the Compan

Financial Statements and Exhibits, Other Events

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): November 17, 2021 Monterey Bio Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40861 (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPO

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Financial Statements and Exhibits, Other Events

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): October 5, 2021 Monterey Bio Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40861 (Commissi

MONTEREY BIO ACQUISITION CORPORATION INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 MONTEREY BIO ACQUISITION CORPORATION INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Financial Statement: Balance Sheet as of October 5, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Monterey Bio Acquisition Corporation Opinion on the

MMCAP International Inc. SPC - FORM SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 Monterey Bio Acquisition Corporation (Name of Issuer) Units of Common Stock (Title of Class of Securities) 61240F207 (CUSIP Number) October 4, 2021 (Date of Event Which Requires Filing of This Statement) Check the Appropriate box to designate the rule pursuant to which this schedule is filed: ? Rule 13d-1(b) ? Rule 13d-1(c) ? Rule 13d-1(d) CUSIP No.

Space Summit Capital LLC - SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Monterey Bio Acquisition Corp (Name of Issuer) Units (Title of Class of Securities) 61240F207 (CUSIP Number) October 1, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

Feis Lawrence Michael - SCHEDULE 13G

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. )* Monterey Bio Acquisition Corporation (Name of Issuer) common stock. $0.0001 par value (Title of Class of Securities) 61240F207 (CUSIP Numbe

Registration and Stockholder Rights Agreement, dated September 30, 2021, among the Registrant, Continental Stock Transfer & Trust Company, NorthStar Bio Ventures, LLC, Chardan Monterey Investments LLC and each of the executive officers and directors of the Registrant.

Exhibit 10.5 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this ?Agreement?) is entered into as of September 30, 2021, by and among Monterey Bio Acquisition Corporation, a Delaware corporation (the ?Company?) and the undersigned parties listed under Investor on the signature page hereto (each, an ?Investor? and collectively, the ?Investors?). WHE

Letter Agreement, dated September 30, 2021, among the Registrant and each of the executive officers and directors of the Registrant.

EXHIBIT 10.2 September 30, 2021 Monterey Bio Acquisition Corporation 17 State Street 21st Floor New York, NY 10004 Chardan Capital Markets, LLC 17 State Street, 21st Floor New York, NY 10004 Re: Initial Public Offering Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Monterey Bio Acquisition Co

Escrow Agreement, dated September 30, 2021, among the Registrant, Continental Stock Transfer & Trust Company, NorthStar Bio Ventures, LLC, Chardan Monterey Investments LLC and each of the executive officers and directors of the Registrant.

Exhibit 10.4 STOCK ESCROW AGREEMENT This STOCK ESCROW AGREEMENT, dated as of September 30, 2021 (?Agreement?), by and among MONTEREY BIO ACQUISITION CORPORATION, a Delaware corporation (?Company?), the initial stockholders listed on the signature pages hereto (collectively, the ?Initial Stockholders?), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (?Escro

Monterey Bio Acquisition Corporation Announces Closing of Initial Public Offering and Full Exercise of Underwriter’s Option to Purchase Additional Units

Exhibit 99.2 Monterey Bio Acquisition Corporation Announces Closing of Initial Public Offering and Full Exercise of Underwriter?s Option to Purchase Additional Units New York, NY, October 5, 2021 (GLOBE NEWSWIRE) ? Monterey Bio Acquisition Corporation (?Monterey Bio? or the ?Company?) (Nasdaq: MTRYU) today announced the closing of its previously announced initial public offering of 10,000,000 unit

Amended and Restated Certificate of Incorporation.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MONTEREY BIO ACQUISITION CORPORATION September 30, 2021 Monterey Bio Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Monterey Bio Acquisition Corporation?. The original certificate of incorpora

Form of Indemnity Agreement.

Exhibit 10.9 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of , 2021, by and between Monterey Bio Acquisition Corporation, a Delaware corporation (the ?Company?), and (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequa

Administrative Services Agreement, dated September 30, 2021, between the Registrant and NorthStar Bio Ventures, LLC.

Exhibit 10.8 MONTEREY BIO ACQUISITION CORPORATION 17 State Street 21st Floor New York, NY 10004 September 30, 2021 NorthStar Bio Ventures, LLC 17 State Street 21st Floor New York, NY 10004 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Monterey Bio Acquisition Corporation (the ?Company?) and NorthStar Bio Ventures, LLC (?Provider?), dated as of the

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): September 30, 2021 Monterey Bio Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40861 (Commi

Investment Management Trust Agreement, dated September 30, 2021, between the Registrant and Continental Stock Transfer & Trust Company.

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of September 30, 2021 by and between Monterey Bio Acquisition Corporation (the ?Company?) and Continental Stock Transfer & Trust Company (?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, No. 333-259378 (?Registration Statement?) for its initial public offering of securities (?IPO?) has been declared

Warrant Agreement, dated September 30, 2021, between the Registrant and Continental Stock Transfer & Trust Company.

EX-4.1 5 tm2129346d1ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 WARRANT AGREEMENT This Warrant Agreement (“Warrant Agreement”) is made as of September 30, 2021, by and between Monterey Bio Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”). WHEREAS, the Company is engaged in a public offering (the “Public Offering”) of 10,000

Monterey Bio Acquisition Corporation Announces Pricing of $100 Million Initial Public Offering

Exhibit 99.1 Monterey Bio Acquisition Corporation Announces Pricing of $100 Million Initial Public Offering New York, NY, September 30, 2021 ? Monterey Bio Acquisition Corporation (the ?Company?) announced today that it priced its initial public offering of 10,000,000 units at $10.00 per unit. The units are expected to trade on The Nasdaq Stock Market LLC (?Nasdaq?) under the ticker symbol ?MTRYU?

Business Combination Marketing Agreement, dated September 30, 2021, between the Registrant and Chardan Capital Markets LLC.

Exhibit 1.2 Chardan Capital Markets, LLC 17 State Street, Suite 2100 New York, New York 10004 September 30, 2021 Monterey Bio Acquisition Corporation 17 State Street, 21st Floor New York, NY 10004 Attn: Sanjeev Satyal, Chief Executive Officer Ladies and Gentlemen: This is to confirm our agreement whereby Monterey Bio Acquisition Corporation, a Delaware corporation (?Company?), has requested Charda

Underwriting Agreement, dated September 30, 2021, between the Company and Chardan Capital Markets LLC.

EX-1.1 2 tm2129346d1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 10,000,000 Units Monterey Bio Acquisition Corporation UNDERWRITING AGREEMENT September 30, 2021 Chardan Capital Markets, LLC 17 State Street, Suite 2100 New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Monterey Bio Acquisition Corporation, a Delaware corporation (“C

Private Placement Warrants Purchase Agreement, dated September 30, 2021, between the Registrant and Chardan Monterey Investments LLC.

Exhibit 10.7 September 30, 2021 Monterey Bio Acquisition Corporation 17 State Street 21st Floor New York, NY 10004 Ladies and Gentlemen: Monterey Bio Acquisition Corporation (the ?Company?), a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or mor

Letter Agreement, dated September 30, 2021, among the Registrant, NorthStar Bio Ventures, LLC and Chardan Monterey Investments LLC.

Exhibit 10.1 September 30, 2021 Monterey Bio Acquisition Corporation 17 State Street 21st Floor New York, NY 10004 Chardan Monterey Investments LLC 17 State Street, 21st Floor New York, NY 10004 NorthStar Bio Ventures, LLC 17 State Street 21st Floor New York, NY 10004 Re: Initial Public Offering Gentlemen: This letter is being delivered to you in accordance with (A) the Securities Assignment Agree

Private Placement Warrants Purchase Agreement, dated September 30, 2021, between the Registrant and NorthStar Bio Ventures LLC.

Exhibit 10.6 September 30, 2021 Monterey Bio Acquisition Corporation 17 State Street 21st Floor New York, NY 10004 Ladies and Gentlemen: Monterey Bio Acquisition Corporation (the ?Company?), a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or mor

$100,000,000 MONTEREY BIO ACQUISITION CORPORATION 10,000,000 UNITS

424B4 1 tm2117059d8424b4.htm 424B4 Filed Pursuant to Rule 424(b)(4) Registration No. 333-259378 PROSPECTUS $100,000,000 MONTEREY BIO ACQUISITION CORPORATION 10,000,000 UNITS Monterey Bio Acquisition Corporation, which we refer to as “we,” “us” or “our company,” is a blank check company incorporated in Delaware whose business purpose is to enter into a merger, share exchange, asset acquisition, sto

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 MONTEREY BIO ACQUISITION CORPORATION (Exact Nam

8-A12B 1 tm2128805d18a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 MONTEREY BIO ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 85-2204842 (State or other jurisdiction of incorporation or

Chardan Capital Markets, LLC 17 State Street, 21st Floor New York, NY 10004

CORRESP 1 filename1.htm Chardan Capital Markets, LLC 17 State Street, 21st Floor New York, NY 10004 September 28, 2021 VIA EDGAR Division of Corporate Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549-4720 Attention: Brian Fetterolf Re: Monterey Bio Acquisition Corporation Registration Statement on Form S-1 File No. 333-259378 Dear Mr. Fetterolf: Pursuant to Rul

MONTEREY BIO Acquisition CorpORATION 17 State Street 21st Floor New York, NY 10004

MONTEREY BIO Acquisition CorpORATION 17 State Street 21st Floor New York, NY 10004 September 28, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F.

Form of Private Placement Warrants Purchase Agreement between the Registrant and NorthStar Bio Ventures, LLC and Chardan Monterey Investments LLC.

Exhibit 10.8 [?], 2021 Monterey Bio Acquisition Corporation 17 State Street 21st Floor New York, NY 10004 Ladies and Gentlemen: Monterey Bio Acquisition Corporation (the ?Company?), a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more busines

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

EX-10.3 6 tm2117059d4ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of [●], 2021 by and between Monterey Bio Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”). WHEREAS, the Company’s registration statement on Form S-1, No. 333-[] (“Registration Statement”) for its initial public offering of secur

As filed with the U.S. Securities and Exchange Commission on September 23, 2021.

As filed with the U.S. Securities and Exchange Commission on September 23, 2021. Registration No. 333-259378 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MONTEREY BIO ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 6770 85-2204842 (State or other ju

Form of Letter Agreement among the Registrant, NorthStar Bio Ventures, LLC and Chardan Monterey Investments LLC.

Exhibit 10.1 , 2021 Monterey Bio Acquisition Corporation 17 State Street 21st Floor New York, NY 10004 Chardan Monterey Investments LLC 17 State Street, 21st Floor New York, NY 10004 NorthStar Bio Ventures, LLC 17 State Street 21st Floor New York, NY 10004 Re: Initial Public Offering Gentlemen: This letter is being delivered to you in accordance with (A) the Securities Assignment Agreement entered

Form of Amended and Restated Certificate of Incorporation.

Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MONTEREY BIO ACQUISITION CORPORATION , 2021 Monterey Bio Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Monterey Bio Acquisition Corporation?. The original certificate of incorporation of the

* * *

Jason Simon, Esq. Tel 703.749.1386 Fax 703.714.8386 [email protected] September 23, 2021 United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services Washington, D.C. 20549 Attention: Brian Fetterolf and Dietrich King Re: Monterey Bio Acquisition Corporation Registration Statement on Form S-1 Filed September 7, 2021 SEC Comment Letter dated September 2

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

EX-4.4 4 tm2117059d4ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 WARRANT AGREEMENT This Warrant Agreement (“Warrant Agreement”) is made as of , 2021, by and between Monterey Bio Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”). WHEREAS, the Company is engaged in a public offering (the “Public Offering”) of 10,000,000 units (

Form of Underwriting Agreement.

Exhibit 1.1 10,000,000 Units Monterey Bio Acquisition Corporation UNDERWRITING AGREEMENT [?], 2021 Chardan Capital Markets, LLC 17 State Street, Suite 2100 New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Monterey Bio Acquisition Corporation, a Delaware corporation (?Company?), hereby confirms its agreement with Charda

Form of Administrative Services Agreement.

Exhibit 10.9 MONTEREY BIO ACQUISITION CORPORATION 17 State Street 21st Floor New York, NY 10004 [●], 2021 [●] Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Monterey Bio Acquisition Corporation (the “Company”) and [●] (“Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the effective date (the “Effective Date”)

Form of Letter Agreement among the Registrant and the Registrant’s officers, directors and director nominees.

EXHIBIT 10.2 , 2021 Monterey Bio Acquisition Corporation 17 State Street 21st Floor New York, NY 10004 Chardan Capital Markets, LLC 17 State Street, 21st Floor New York, NY 10004 Re: Initial Public Offering Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Monterey Bio Acquisition Corporation, a

Form of Underwriting Agreement.

EX-1.1 2 tm2117059d2ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 10,000,000 Units Monterey Bio Acquisition Corporation UNDERWRITING AGREEMENT [•], 2021 Chardan Capital Markets, LLC 17 State Street, Suite 2100 New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Monterey Bio Acquisition Corporation, a Delaware corporation (“Company”),

Specimen Unit Certificate.

Exhibit 4.1 NUMBER U- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS MONTEREY BIO ACQUISITION CORPORATION CUSIP [?] UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one share of common stock, par value $0.0001 per share, of Monterey Bio Acquisition Corporation, a Delaware corpora

Specimen Warrant Certificate.

Exhibit 4.3 SPECIMEN WARRANT CERTIFICATE NUMBER [ ] WARRANTS WA- (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK CITY TIME, FIVE YEARS FROM THE CLOSING DATE OF THE COMPANY’S INITIAL BUSINESS COMBINATION) MONTEREY BIO ACQUISITION CORPORATION CUSIP [●] WARRANT THIS WARRANT CERTIFIES THAT, for value received , or registered assigns, is the registered holder of a Warrant or War

* * *

Jason Simon, Esq. Tel 703.749.1386 Fax 703.714.8386 [email protected] September 7, 2021 United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services Washington, D.C. 20549 Attention: Benjamin Richie and Dietrich King Re: Monterey Bio Acquisition Corporation Draft Registration Statement on Form S-1 Submitted May 21, 2021 SEC Comment Letter dated June 16

Specimen Common Stock Certificate.

Exhibit 4.2 NUMBER SHARES C MONTEREY BIO ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [●] This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF MONTEREY BIO ACQUISITION CORPORATION transferable on the books of the Company in person or by duly authorized attorney upon surrend

Consent of James R. Neal.

Exhibit 99.4 Consent of Director Nominee Monterey Bio Acquisition Corporation Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Monterey Bio Acquisition Corporation (the “Company”), the undersigned hereby consents to being named and describ

Form of Escrow Agreement among the Registrant, Continental Stock Transfer & Trust Company and the Initial Stockholders.

Exhibit 10.4 STOCK ESCROW AGREEMENT This STOCK ESCROW AGREEMENT, dated as of [●], 2021 (“Agreement”), by and among MONTEREY BIO ACQUISITION CORPORATION, a Delaware corporation (“Company”), the initial stockholders listed on the signature pages hereto (collectively, the “Initial Stockholders”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (“Escrow Agent”)

Form of Letter Agreement among the Registrant, NorthStar Bio Ventures, LLC and Chardan Monterey Investments LLC.

Exhibit 10.1 , 2021 Monterey Bio Acquisition Corporation 17 State Street 21st Floor New York, NY 10004 Chardan Monterey Investments LLC 17 State Street, 21st Floor New York, NY 10004 NorthStar Bio Ventures, LLC [Address] Re: Initial Public Offering Gentlemen: This letter is being delivered to you in accordance with (A) the Securities Assignment Agreement entered into by and between Chardan Montere

Certificate of Incorporation.

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF CHARDAN FINTECH ACQUISITION CORP. THE UNDERSIGNED, in order to form a corporation for the purposes herein stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, hereby certifies as follows: FIRST: The name of the corporation is Chardan FinTech Acquisition Corp. (hereinafter called the "Corporation"). SECOND:

Bylaws of Monterey Bio Acquisition Corporation (incorporated by reference to an exhibit to the Company’s Registration Statement on Form S-1, filed with the SEC on September 7, 2021, as amended).

Exhibit 3.4 BY LAWS OF MONTEREY BIO ACQUISITION CORPORATION (THE “CORPORATION”) Article I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered age

Power of Attorney (included on the signature page of this Registration Statement).

As filed with the U.S. Securities and Exchange Commission on September 7, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MONTEREY BIO ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 6770 85-2204842 (State or other jurisdiction of incorporatio

Form of Business Combination Marketing Agreement.

Exhibit 1.2 Chardan Capital Markets, LLC 17 State Street, Suite 2100 New York, New York 10004 [●], 2021 Monterey Bio Acquisition Corporation 17 State Street, 21st Floor New York, NY 10004 Attn: Sanjeev Satyal, Chief Executive Officer Ladies and Gentlemen: This is to confirm our agreement whereby Monterey Bio Acquisition Corporation, a Delaware corporation (“Company”), has requested Chardan Capital

Consent of Frances Heller.

Exhibit 99.3 Consent of Director Nominee Monterey Bio Acquisition Corporation Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the ?Securities Act?), in connection with the Registration Statement on Form S-1 (the ?Registration Statement?) of Monterey Bio Acquisition Corporation (the ?Company?), the undersigned hereby consents to being named and describ

Form of Private Placement Warrants Purchase Agreement between the Registrant and NorthStar Bio Ventures, LLC and Chardan Monterey Investments LLC.

Exhibit 10.8 [?], 2021 Monterey Bio Acquisition Corporation 17 State Street 21st Floor New York, NY 10004 Ladies and Gentlemen: Monterey Bio Acquisition Corporation (the ?Company?), a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more busines

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of [?], 2021 by and between Monterey Bio Acquisition Corporation (the ?Company?) and Continental Stock Transfer & Trust Company (?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, No. 333-[] (?Registration Statement?) for its initial public offering of securities (?IPO?) has been declared effective as

Form of Indemnity Agreement.

Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of [?], 2021, by and between Monterey Bio Acquisition Corporation, a Delaware corporation (the ?Company?), and (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with ade

Form of Code of Ethics.

Exhibit 14.1 CODE OF ETHICS OF MONTEREY BIO ACQUISITION CORPORATION 1. Introduction The Board of Directors of Monterey Bio Acquisition Corporation (the ?Company?) has adopted this code of ethics (the ?Code?), which is applicable to all directors, officers and employees of the Company, with the intent to: ? promote honest and ethical conduct, including the ethical handling of actual or apparent con

Form of Compensation Committee Charter.

exhibit 99.2 COMPENSATION COMMITTEE CHARTER OF Monterey Bio Acquisition Corporation I. PURPOSES The Compensation Committee (the ?Committee?) is appointed by the Board of Directors (the ?Board?) of Monterey Bio Acquisition Corporation (the ?Company?) for the purposes of, among other things, (a) discharging the Board?s responsibilities relating to the compensation of the Company?s chief executive of

Form of Audit Committee Charter.

Exhibit 99.1 AUDIT COMMITTEE CHARTER of Monterey Bio Acquisition Corporation I. Purpose The purposes of the Audit Committee (the ?Audit Committee?) of the Board of Directors (?Board?) of Monterey Bio Acquisition Corporation (the ?Company?) are to assist the Board in monitoring: (1) the integrity of the annual, quarterly, and other financial statements of the Company, (2) the independent auditor?s

Form of Amended and Restated Certificate of Incorporation.

Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MONTEREY BIO ACQUISITION CORPORATION , 2021 Monterey Bio Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Monterey Bio Acquisition Corporation”. The original certificate of incorporation of the

Form of Registration and Stockholder Rights Agreement among the Registrant, the Initial Stockholders and Continental Stock Transfer & Trust Company.

Exhibit 10.5 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this ?Agreement?) is entered into as of [?], 2021, by and among Monterey Bio Acquisition Corporation, a Delaware corporation (the ?Company?) and the undersigned parties listed under Investor on the signature page hereto (each, an ?Investor? and collectively, the ?Investors?). WHEREAS, the

Certificate of Amendment to Certificate of Incorporation.

EX-3.2 5 tm2117059d2ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF CHARDAN FINTECH ACQUISITION CORP. Pursuant to the provisions of Section 241 of the General Corporation Law of the State of Delaware, Chardan Fintech Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: FIRS

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.4 WARRANT AGREEMENT This Warrant Agreement (“Warrant Agreement”) is made as of , 2021, by and between Monterey Bio Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”). WHEREAS, the Company is engaged in a public offering (the “Public Offering”) of 10,000,000 units (the “Units”) of the Company (and up to 1,5

Promissory Note.

Exhibit 10.7 THIS PROMISSORY NOTE (THIS ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAK

Confidentially submitted to the U.S. Securities and Exchange Commission on May 21, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission, and all information herein remains strictly confidenti

Confidentially submitted to the U.S. Securities and Exchange Commission on May 21, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission, and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES