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~~November 97, 2023

Monterey Innovation Acquisition Corp.
(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 38.01. ~~Notice~~Other ~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Events.

On ~~October~~November 97, 2023, ~~Monterey~~ Monterey Innovation Acquisition ~~Corp.~~Corporation (the “Company”) ~~received~~announced athat ~~written notice (~~the ~~“Notice”)~~Company’s ~~from~~co-sponsors, ~~the~~NorthStar ~~Listing Qualifications~~Bio ~~Department~~Ventures, ofLLC ~~The~~and ~~Nasdaq~~Chardan ~~Stock~~Monterey ~~Market~~Investments LLC, ~~(“Nasdaq”)~~have ~~indicating~~indicated that ~~the~~they ~~Company~~will is not infund ~~compliance~~the ~~with~~monthly ~~Nasdaq~~extension ~~Listing Rule~~payment ~~5450(a)(2)~~of ($100,000 into the ~~“Minimum~~Trust ~~Total~~Account, ~~Holders~~nor ~~Rule”),~~any ~~which~~future ~~requires~~monthly ~~the~~extension ~~Company~~payments pursuant to ~~have~~the atterms ~~least~~of ~~400~~the ~~total~~Company’s ~~holders~~amended ~~for~~and ~~continued~~restated certificate ~~listing~~of onincorporation, ~~the~~as ~~Nasdaq~~amended ~~Global~~(the ~~Market.~~“Amended ~~The~~and ~~Notice~~Restated isCertificate ~~only~~of aIncorporation”), ~~notification~~such ofthat ~~deficiency,~~the ~~not~~period of ~~imminent~~time ~~delisting,~~that the ~~and~~Company has noto ~~current~~consummate ~~effect on~~a ~~the~~business ~~listing~~combination orwould ~~trading~~not ofbe ~~the~~extended ~~Company’s~~beyond ~~securities~~November on5, ~~the Nasdaq Global Market~~2023.

~~The~~As ~~Notice~~the ~~states~~Company ~~that~~will ~~the~~not ~~Company~~consummate ~~has~~an 45initial ~~calendar~~business ~~days,~~combination orwithin ~~until~~the ~~November~~time ~~24,~~period ~~2023~~required by its Amended and Restated Certificate of Incorporation, tothe Company ~~submit~~will ai) ~~plan~~cease toall ~~regain~~operations ~~compliance~~except ~~with~~for the ~~Minimum~~purpose ~~Total~~of ~~Holders~~winding ~~Rule.~~up; ~~The~~(ii) as promptly as reasonably possible but not more than ten ~~Company~~business ~~currently~~days ~~intends~~thereafter, subject to ~~submit~~lawfully toavailable ~~Nasdaq~~funds therefor, redeem 100% of the public shares, at a ~~plan~~per-share price, payable in cash, equal to ~~regain~~the ~~compliance~~aggregate ~~with~~amount then on deposit in the ~~Minimum~~trust ~~Total~~account, ~~Holders~~including ~~Rule~~interest ~~within~~earned on the ~~required~~funds ~~timeframe.~~held in the trust Ifaccount ~~Nasdaq~~and ~~accepts~~not previously released to the Company’s ~~plan,~~to ~~Nasdaq~~pay ~~may~~its ~~grant~~taxes ~~the~~(less ~~Company~~up anto ~~extension~~$100,000 of upinterest to ~~180~~pay ~~calendar~~dissolution ~~days~~expenses), ~~from~~divided by the ~~date~~number of then outstanding public shares (the ~~Notice~~ “Redemption Amount”), orwhich ~~until~~redemption ~~April~~will 6completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, ~~2024~~if any), subject to ~~evidence~~applicable law; ~~compliance~~and ~~with~~(iii) ~~the~~as ~~Minimum~~promptly ~~Total~~as ~~Holders~~reasonably ~~Rule.~~possible Iffollowing ~~Nasdaq~~such ~~does~~redemption, ~~not~~subject ~~accept~~to the approval of the Company’s remaining ~~plan~~stockholders and board of directors, ~~the~~dissolve ~~Company~~and ~~will~~liquidate, ~~have~~subject ~~the~~in ~~opportunity~~each case to ~~appeal~~its ~~the~~obligations ~~decision~~under Delaware law to aprovide ~~Nasdaq~~for claims ~~Hearings~~of ~~Panel~~creditors and the requirements of other applicable law.

~~Forward-Looking~~As ~~Statements~~of the close of business on November 20, 2023 (the “Redemption Date”), the public shares will be deemed to no longer be outstanding and will represent only the right to receive the Redemption Amount for each such public share.

~~This~~The ~~Current~~Redemption ~~Report on Form~~Amount ~~8-K~~will ~~includes~~be ~~“forward-looking~~payable ~~statements”~~to ~~within~~ the ~~meaning~~holders of the ~~safe~~public ~~harbor~~shares ~~provisions~~upon ofpresentation ~~the United States Private Securities Litigation Reform Act~~ of ~~1995.~~their ~~Certain~~respective ofstock ~~these~~or ~~forward-looking~~unit ~~statements~~certificates ~~can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,”~~ or other ~~similar expressions. Such statements may include, but are not~~delivery ~~limited~~of ~~to,~~their ~~statements~~shares ~~regarding~~or ~~the~~units ~~Company’s intention~~ to ~~submit a plan to regain compliance with~~ the ~~Minimum Total Holders Rule that is satisfactory to Nasdaq and the~~ Company’s ~~ability~~transfer toagent, ~~evidence~~Continental ~~compliance~~Stock ~~with~~Transfer ~~the~~& ~~Minimum~~Trust ~~Total Holders Rule within the required timeframe~~Company. ~~These~~Beneficial ~~statements~~owners ~~are based on current expectations on the date~~ of ~~this Current Report on Form 8-K and involve a number of risks~~public ~~and~~shares ~~uncertainties~~held ~~that may cause actual results to differ significantly, including those risks set forth~~ in ~~the Company’s most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q and other documents filed with the U.S. Securities and Exchange Commission (the~~ “~~SEC~~street name,”). ~~Copies~~however, ofwill ~~such filings are available on the SEC’s website at www.sec.gov. The Company does~~ not ~~assume~~ ~~any~~need ~~obligation~~ to ~~update~~take ~~or revise~~ any ~~such~~action ~~forward-looking~~in ~~statements,~~order ~~whether~~to asreceive the ~~result~~Redemption ~~of new developments or otherwise~~Amount. ~~Readers are cautioned not to put undue reliance on forward-looking statements.~~

~~SIGNATURE~~There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.

~~Pursuant~~The toCompany ~~the~~expects ~~requirements~~that ofNasdaq will file a Form 25 with the Securities and Exchange ~~Act~~Commission of(the ~~1934,~~“SEC”) ~~the~~to ~~registrant~~delist ~~has~~its ~~duly~~units ~~caused~~and ~~this~~Class ~~report~~A common stock. The Company thereafter expects to befile ~~signed~~a onForm ~~its~~15 ~~behalf~~with bythe SEC to terminate the ~~undersigned~~registration ~~hereunto~~of its securities under the Securities ~~duly~~Exchange ~~authorized~~Act of 1934, as amended.

~~Monterey Innovation Acquisition Corp. By: /s/ Murat Omur Name: Murat Omur Title: Chief Executive Officer~~SIGNATURE

~~Date:~~Pursuant ~~October~~to 13the requirements of the Securities Exchange Act of 1934, ~~2023~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Monterey Innovation Acquisition Corp.


By:	/s/ Murat Omur
	Name:	Murat Omur
	Title:	Chief Executive Officer

Date: November 7, 2023

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