Current Report Filing (8-k)
01 October 2022 - 6:17AM
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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
(Commission
File Number) |
85-2204842
(I.R.S. Employer
Identification No.) |
17 State Street
21st Floor
New York, NY
(Address of principal executive offices) |
10004
(Zip Code) |
(917) 267-0216
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box
below if the Form 8-K 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 redeemable Warrant |
|
MTRYU |
|
The Nasdaq Stock Market LLC |
Common Stock, par value $0.0001 per share |
|
MTRY |
|
The Nasdaq Stock Market LLC |
Redeemable Warrants, each Warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share |
|
MTYRW |
|
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 x
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.
Item 1.01. Entry into
a Material Definitive Agreement.
The
information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01 to the extent required
herein. As approved by its stockholders at the special meeting (defined below), on September 29, 2022, Monterey Bio Acquisition Corporation
(the “Company”) and Continental Stock Transfer & Trust Company entered into an amendment to the Investment Management
Trust Agreement, dated September 30, 2021, by and between Continental Stock Transfer & Trust Company and the Company (the “Trust
Agreement”). A copy of the amendment to the Trust Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1 and is
incorporated herein by reference.
Item 5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03 to the extent required
herein. As approved by its stockholders at the special meeting, on September 29, 2022, the Company filed a certificate of amendment to
its amended and restated certificate of incorporation (the “Charter”) which became effective upon filing. A copy of
the certificate of amendment to the Charter is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by
reference.
Item 5.07. Submission
of Matters to a Vote of Security Holders.
On
September 29, 2022, the Company held a special meeting in lieu of its 2022 annual meeting of stockholders (the “special meeting”).
On September 6, 2022, the record date for the special meeting, there were 14,375,000 shares of common stock of the Company entitled to
be voted at the special meeting, approximately 94% of which were represented in person or by proxy at the special meeting.
The
final results for each of the matters submitted to a vote of the Company’s stockholders at the special meeting are as follows:
1. Charter Amendment Proposal
The
stockholders approved the proposal to amend (the “Charter Amendment”) the Company’s Charter by allowing the Company
to extend (the “Extension”) the date by which it has to consummate a business combination (the “Combination Period”)
for an additional three (3) months, from October 5, 2022 to January 5, 2023, by depositing into the trust account (the “trust account”)
$350,000 (the “Extension Payment”) for the three-month extension, and thereafter to extend the Combination Period up to six
(6) times by an additional month each time (or up to July 5, 2023) by depositing into the trust account $120,000 for each additional month
extension. The voting results were as follows:
FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTES |
10,223,393 |
|
1,315,522 |
|
752,889 |
|
1,225,022 |
2. Trust
Amendment Proposal
The
stockholders approved the proposal to amend (the “Trust Amendment” and together with the Charter Amendment, the “Extensions”)
the Trust Agreement, allowing the Company to extend the Combination Period for an additional three (3) months, from October 5, 2022 to
January 5, 2023 (the “Trust Amendment”), by depositing into the trust account the Extension Payment for the three-month extension,
and thereafter to extend the Combination Period up to six (6) times by an additional month each time (or up to July 5, 2023) by depositing
into the trust account $120,000 for each additional month extension. The voting results were as follows:
FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTES |
10,223,393 |
|
1,315,522 |
|
752,889 |
|
1,225,022 |
3. Director
Proposal
The
stockholders re-elected five directors to the Company’s board of directors, with each such director to serve until the second annual
meeting of stockholders following the special meeting or until his or her successor is elected and qualified. The voting results were
as follows:
|
|
FOR |
|
WITHHELD |
|
BROKER NON-VOTES |
|
Jonas Grossman |
|
|
9,936,371 |
|
|
2,355,433 |
|
|
1,225,022 |
|
Frances Heller |
|
|
11,057,270 |
|
|
1,234,534 |
|
|
1,225,022 |
|
William McKeever |
|
|
9,936,371 |
|
|
2,355,433 |
|
|
1,225,022 |
|
James R. Neal |
|
|
10,982,771 |
|
|
1,309,033 |
|
|
1,225,022 |
|
Sandip Patel |
|
|
11,057,270 |
|
|
1,234,534 |
|
|
1,225,022 |
|
4. Auditor Proposal
The
stockholders ratified the selection by the Company’s audit committee of Marcum, LLP to serve as the Company’s independent
registered public accounting firm for the fiscal year ending December 31, 2022. The voting results were as follows:
FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTES |
12,201,308 |
|
1,034,534 |
|
280,984 |
|
— |
Item 8.01. Other Events.
In
connection with the votes to approve the Extensions, the holders of 9,480,616 shares of common stock of the Company properly exercised
their right to redeem their shares for cash at a redemption price of approximately $10.13 per share, for an aggregate redemption amount
of approximately $96.1 million, leaving approximately $20.5 million in the trust account.
Item 9.01. Financial
Statements and Exhibits
(c) Exhibits:
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
Monterey Bio Acquisition CorpORaTION |
|
|
|
By: |
/s/ Sanjeev Satyal |
|
|
Name: Sanjeev Satyal |
|
|
Title: Chief Executive Officer |
|
|
Date: September 30, 2022 |
|
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