MONTEREY BIO ACQUISITION CORP : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

The information provided in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On October 7, 2022, Monterey Bio Acquisition Corporation (the "Company") issued an unsecured promissory note to each of (i) NorthStar Bio Ventures, LLC ("NorthStar") in the amount of up to $525,000 (the "NorthStar Note") and (ii) Chardan Monterey Investments, LLC ("Chardan Monterey" and together with NorthStar, the "Co-Sponsors") in the amount of up to $175,000 (the "Chardan Monterey Note" and together with the NorthStar Note, the "Notes"). The terms of the Notes are identical other than the principal amounts. The proceeds of the Notes, may be drawn down from time to time prior to the Maturity Date (as defined below) upon request by the Company.

The Notes bear no interest and each principal balance is payable on the date of the consummation of the Company's initial business combination (the "Maturity Date"). On or before the Maturity Date, each Co-Sponsor has the option to convert all or any portion of the principal outstanding under its Note into warrants ("Working Capital Warrants") at a conversion price of $1.00 per warrant. The terms of the Working Capital Warrants, if any, would be identical to the terms of the private placement warrants issued by the Company at the time of its initial public offering (the "IPO"), as described in the prospectus for the IPO dated September 30, 2021 and filed with the U.S. Securities and Exchange Commission, including the transfer restrictions applicable thereto. Each Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of such Note and all other sums payable with regard to such Note becoming immediately due and payable.

The issuance of the each Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The foregoing description of the Notes is qualified in its entirety by reference to the full text of the Notes, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit No.                                Description
   10.1         Promissory Note, dated October 7, 2022, issued by Monterey Bio
              Acquisition Corporation to  NorthStar Bio Ventures, LLC
   10.2         Promissory Note, dated October 7, 2022, issued by Monterey Bio
              Acquisition Corporation to Chardan Monterey Investments, LLC
    104       Cover Page Interactive Data File - the cover page interactive data
              file does not appear in the Interactive Data File because its XBRL
              tags are embedded within the Inline XBRL document

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