IGNYU / Ignyte Acquisition Corp - Units (1 Ord & 1/2 War) - Документы SEC, Годовой отчет, Доверенное заявление

PKBO / Peak Bio, Inc. / SBI INVESTMENT KOREA CO., LTD. - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 sc13g-a.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) PEAK BIO, INC. (Name of Issuer) Common Stock, $0.0001 par value per share

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 001-39951 Peak Bio Inc. (Exact name of registrant as specified in its charte

Side Letter Agreement

August 15, 2024 Side Letter Agreement Akari Therapeutics, Plc 22 Boston Wharf Road FL 7 Boston, MA 02210 Attention: Samir R.

As filed with the Securities and Exchange Commission on November 14, 2024

As filed with the Securities and Exchange Commission on November 14, 2024 Registration No.

Changes in Control of Registrant, 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, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 14, 2024 PEAK BIO INC.

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION PEAK BIO INC.

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PEAK BIO INC. FIRST: The name of the corporation is: Peak Bio Inc. (the “Corporation”). SECOND: The address of the Corporation's registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The

AMENDED AND RESTATED BYLAWS OF PEAK BIO INC. Adopted: November 14, 2024 ARTICLE I

AMENDED AND RESTATED BYLAWS OF PEAK BIO INC. Adopted: November 14, 2024 ARTICLE I STOCKHOLDERS Section 1. Annual Meeting. An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, if any, on such date, and at such time as the Board of D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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, 2024 OR ☐ 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: 001-39951 Peak Bio, Inc.

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): November 07, 2024 Peak Bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39951 85-2448157 (State or Other Jurisdiction of Incorporation) (Commission File N

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

Table of Contents 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 ☒ 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)) ☒ Defi

Form of Non-Qualified Option Grant Agreement for Employees and Consultants

NON-QUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEE AND CONSULTANTS UNDER THE PEAK BIO, INC.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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 24, 2024 Peak Bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39951 85-2448157 (State or Other Jurisdiction of Incorporation) (Commission File

Form of Non-Qualified Option Grant Agreement for Non-Employee Directors

NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE PEAK BIO, INC.

Form of Separation and General Release Agreement, dated August 27, 2024, by and between Peak Bio, Inc. and Stephen LaMond

SEPARATION AND GENERAL RELEASE AGREEMENT This Separation and General Release Agreement (“Agreement”) is entered into by and between Peak Bio, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): August 27, 2024 Peak Bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39951 85-2448157 (State or Other Jurisdiction of Incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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, 2024 OR ☐ 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: 001-39951 Peak Bio, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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, 2024 OR ☐ 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: 001-39951 Peak Bio, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): August 08, 2024 Peak Bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39951 85-2448157 (State or Other Jurisdiction of Incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 001-39951 CUSIP NUMBER: 70470P1084 70470P1167 (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: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ 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: 001-39951 Peak Bio, Inc.

Description of Securities

Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED The following summary sets forth certain material terms and provisions of our securities that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This description also summarizes relevant provisions of the G

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

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 19, 2024 Peak Bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39951 85-2448157 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

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 12, 2024 Peak Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39951 85-2448157 (State or other jurisdiction of incorporation) (Commission File Numbe

Form of Convertible Note Agreement, dated July 12, 2024, by and between Peak Bio, Inc. and the Investors party thereto.

Exhibit 10.1 THIS NOTE AND THE SECURITIES ISSUABLE UPON ITS CONVERSION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) SUCH TRANSACTION IS MADE PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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, 2023 OR ☐ 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: 001-39951 Peak Bio, Inc.

Form of Convertible Note Agreement, dated May 28, 2024, by and between Peak Bio, Inc. and the Investors party thereto.

Exhibit 10.1 THIS NOTE AND THE SECURITIES ISSUABLE UPON ITS CONVERSION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) SUCH TRANSACTION IS MADE PURSUANT TO

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

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): May 28, 2024 Peak Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39951 85-2448157 (State or other jurisdiction of incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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, 2024 ☐ 

SEC FILE NUMBER: 001-39951 CUSIP NUMBER: 70470P1084 70470P1167 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended:   Read Instruction (on back page) Before Preparing Form.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 001-39951 CUSIP NUMBER: 70470P 108 70470P 116 (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: December 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 For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

Filed by Akari Therapeutics, Plc

Filed by Akari Therapeutics, Plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Peak Bio, Inc.

Form of Voting and Support Agreement, dated as of March 4, 2024, by and among Peak Bio and certain shareholders of Akari.

Exhibit 10.2 VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this “Agreement”) is made and entered into as of [•], 2024 (the “Agreement Date”), by and among Peak Bio, Inc. (the “Company”), a Delaware corporation and [SHAREHOLDER] (the “Shareholder”). Each of the Company and the Shareholder are sometimes referred to as a “Party” and collectively as the “Parties”. Capitalized terms u

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 3, 2024 Peak Bio, Inc. (Exa

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 3, 2024 Peak Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39951 85-2448157 (State or other jurisdiction of incorporation) (Commission File Numbe

Akari Therapeutics and Peak Bio Announce Definitive Agreement to Merge as Equals Creating an Expanded Pipeline That Features a Novel Antibody Drug Conjugate (ADC) Toolkit

Exhibit 99.1 Akari Therapeutics and Peak Bio Announce Definitive Agreement to Merge as Equals Creating an Expanded Pipeline That Features a Novel Antibody Drug Conjugate (ADC) Toolkit BOSTON, MA and PLEASANTON, CA – March 5, 2024 (GLOBE NEWSWIRE) — Akari Therapeutics, Plc (Nasdaq: AKTX), a late-stage biotechnology company developing advanced therapies for autoimmune and inflammatory diseases, and

Amendment to the Amended and Restated Bylaws of the Company

Exhibit 3.1 AMENDMENT TO AMENDED AND RESTATED BYLAWS OF PEAK BIO, INC. Pursuant to a resolution duly adopted by the Board of Directors (the “Board”) of Peak Bio, Inc., a Delaware corporation, effective March 3, 2024, the Amended and Restated Bylaws of Peak Bio, Inc. (the “Bylaws”) were amended to insert Article IX to read as follows: 1. A new ARTICLE IX of the Bylaws is hereby added as follows: “A

Form of Voting and Support Agreement, dated as of March 4, 2024, by and among Akari, and certain stockholders of Peak Bio.

Exhibit 10.1 VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this “Agreement”) is made and entered into as of [•], 2024 (the “Agreement Date”), by and among Akari Therapeutics, Plc, a public company limited by shares incorporated in England and Wales (“Parent”), and [Stockholder] (the “Stockholder”). Each of Parent and the Stockholder are sometimes referred to as a “Party” and coll

Regulation FD Disclosure

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 3, 2024 Peak Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39951 85-2448157 (State or other jurisdiction of incorporation) (Commission File Numbe

Agreement and Plan of Merger, dated as of March 4,2024, by and among Akari Therapeutics, Plc, Peak Bio, Inc. and Pegasus Merger Sub, Inc.

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER BY AND AMONG AKARI THERAPEUTICS, PLC, PEGASUS MERGER SUB, INC. AND PEAK BIO, INC. Dated as of March 4, 2024 TABLE OF CONTENTS SECTION 1 THE MERGER 2 1.1 The Merger 2 1.2 Effective Time 2 1.3 Closing 3 1.4 Directors and Officers of the Surviving Corporation 3 1.5 Subsequent Actions 3 1.6 Post-Merger Operations 3 SECTION 2 CONVERSION OF SECU

Current Report

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 16, 2024 Peak Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39951 85-2448157 (State or other jurisdiction of incorporation) (Commission File N

Current Report

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): January 5, 2024 Peak Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39951 85-2448157 (State or other jurisdiction of incorporation) (Commission File Num

Current Report

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): January 23, 2024 Peak Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39951 85-2448157 (State or other jurisdiction of incorporation) (Commission File Nu

Form of Security Agreement, dated January 23, 2024, by and among Peak Bio, Inc., Peak Bio Co., Ltd. Inc., Peak Bio CA, Inc. and Hoyoung Huh.

Exhibit 10.2 SECURITY AGREEMENT This Security Agreement (this “Agreement”) by and among (i) PEAK BIO, INC., a Delaware corporation (the “Company”), PEAK BIO CO., LTD., a company orgainized under the laws of the Republic of Korea (“Peak Bio Korea”), PEAK BIO CA, INC., a California corporaiton (“Peak Bio California” and collectively with the Company and Peak Bio Korea, the “Company Entities”), and (

Form of Senior Secured Promissory Note, dated January 23, 2024, by and between Peak Bio, Inc. and the Hoyoung Huh.

Exhibit 10.1 SENIOR SECURED PROMISSORY NOTE Dated January 23, 2024 FOR VALUE RECEIVED, the undersigned, PEAK BIO, INC., a Delaware corporation (the “Company”), hereby promises to pay Hoyoung Huh, his successors and assigns (the “Lender”), on or before January 23, 2025 (the “Maturity Date”), the principal sum of SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000.00) or such lesser sum which as shall eq

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): December 27, 2023 Peak Bio, Inc.

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): December 27, 2023 Peak Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39951 85-2448157 (State or other jurisdiction of incorporation) (Commission File N

Form of Convertible Note Subscription Agreement, dated December 18, 2023, by and between Peak Bio, Inc. and the Investors party thereto.

Exhibit 10.1 PEAK BIO, INC. CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT This Convertible Note Subscription Agreement (this “Subscription Agreement”) is made as of the 18th day of December, 2023, by and among Peak Bio, Inc., a Delaware corporation (the “Peak”), and each of the investors listed on Exhibit A attached to this Agreement (each an “Investor” and together the “Investors”). WHEREAS, Peak desir

Form of Convertible Note.

Exhibit 10.2 THIS NOTE AND THE SECURITIES ISSUABLE UPON ITS CONVERSION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) SUCH TRANSACTION IS MADE PURSUANT TO

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): December 18, 2023 Peak Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39951 85-2448157 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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: September 30, 2023 ☐ Tr

NT 10-Q SEC FILE NUMBER: 001-39951 CUSIP NUMBER: 70470P1084 70470P1167 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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: September 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 For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

Current Report

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 31, 2023 Peak Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39951 85-2448157 (State or other jurisdiction of incorporation) (Commission File Nu

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): August 25, 2023 Peak Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39951 85-2448157 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 OR ☐ 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: 001-39951 Peak Bio, Inc.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): August 14, 2023 Peak Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39951 85-2448157 (State or other jurisdiction of incorporation) (Commission File Num

Second Amendment to Common Stock Purchase Agreement, dated as of August14, 2023, by and between Peak Bio, Inc. and White Lion Capital LLC. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on August 15, 2023).

Exhibit 10.1 SECOND AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT BETWEEN PEAK BIO, INC. AND WHITE LION CAPITAL LLC THIS SECOND AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT (this “Amendment”), effective August 14, 2023 (the “Second Amendment Effective Date”), is by and between Peak Bio, Inc. (the “Company”) and White Lion Capital, LLC (the “Investor”), and amends the Common Stock Purchase Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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: June 30, 2023 ☐ Transit

SEC FILE NUMBER: 001-39951 CUSIP NUMBER: 70470P1084 70470P1167 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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: 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 For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

23,517,773 Shares of Common Stock Up to 2,992,045 Shares of Common Stock Issuable Upon Exercise of the Warrants Up to 2,992,045 Warrants

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-268801 PROSPECTUS SUPPLEMENT NO. 1 DATED AUGUST 11, 2023 (to the Prospectus dated August 10, 2023) 23,517,773 Shares of Common Stock Up to 2,992,045 Shares of Common Stock Issuable Upon Exercise of the Warrants Up to 2,992,045 Warrants This prospectus supplement no. 1 amends and supplements the prospectus dated August 10, 2023 (as sup

23,517,773 Shares of Common Stock Up to 2,992,045 Shares of Common Stock Issuable Upon Exercise of the Warrants Up to 2,992,045 Warrants

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-268801 The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling securityholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securiti

As filed with the Securities and Exchange Commission on August 3, 2023 Registration No. 333-268801 UNITED STATES SECURITIES AND EXCHA N GE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 to FORM S-1 REGI ST RATION STATEMENT UNDER THE

Table of Contents As filed with the Securities and Exchange Commission on August 3, 2023 Registration No.

Peak Bio, Inc. 4900 Hopyard Road, Suite 100 Pleasanton, CA 94588 August 3, 2023

Peak Bio, Inc. 4900 Hopyard Road, Suite 100 Pleasanton, CA 94588 August 3, 2023 VIA EDGAR Attention: Lauren Hamill Tim Buchmiller United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.C. 20549 Re: Peak Bio, Inc. Post-Effective Amendment No. 1 to Form S-1 Filed July 24, 2023 File No. 333-268801 Ladies and Gentlemen: T

As filed with the Securities and Exchange Commission on July 24 , 2023 Registration No. 333-268801 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SEC

Table of Contents As filed with the Securities and Exchange Commission on July 24 , 2023 Registration No.

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 20, 2023 Peak Bio, Inc. (Exa

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 20, 2023 Peak Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39951 85-2448157 (State or other jurisdiction of incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 OR ☐ 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: 001-39951 Peak Bio, Inc.

Description of Securities.

Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED The following summary sets forth certain material terms and provisions of our securities that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This description also summarizes relevant provisions of the G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ 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: 001-39951 Peak Bio, Inc.

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 21, 2023 Peak Bio, Inc. (Exa

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 21, 2023 Peak Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39951 85-2448157 (State or other jurisdiction of incorporation) (Commission File Numbe

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 28, 2023 Peak Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39951 85-2448157 (State or other jurisdiction of incorporation) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 ☐ Transi

SEC FILE NUMBER: 001-39951 CUSIP NUMBER: 70470P1084 70470P1167 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

Purchase Warrant, dated April 28, 2023, issued to Paulson Investment Company, LLC.

EX-10.5 Exhibit 10.5 PURCHASE WARRANT Issued to: Paulson Investment Company, LLC Exercisable to Purchase 194,670 Shares of Common Stock of PEAK BIO, INC. Issue Date: April 28, 2023 Expiration Date: April 28, 2028 THE WARRANT REPRESENTED BY THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE

Key Company Stockholder Subscription Agreement, dated April 28, 2023, by and between Peak Bio, Inc. and Hoyoung Huh.

EX-10.4 Exhibit 10.4 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on April 28, 2023, by and between Peak Bio, Inc., a Delaware corporation (“Peak” or the “Company”)), and Hoyoung Huh, MD, PhD, on behalf of himself and on behalf of his controlled affiliate, Hannol Ventures LLC (the “Investor”). WHEREAS, Peak is seeking commitments from intereste

Form of Convertible Note, dated April 28, 2023.

EX-10.2 Exhibit 10.2 THIS NOTE AND THE SECURITIES ISSUABLE UPON ITS CONVERSION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) SUCH TRANSACTION IS MADE PUR

Form of Warrant, dated April 28, 2023.

EX-10.3 Exhibit 10.3 Warrant Number THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE

Form of Convertible Note and Warrant Subscription Agreement, dated April 28, 2023, by and between Peak Bio, Inc. and the Investors party thereto.

EX-10.1 Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on , 2023, by and between Peak Bio, Inc., a Delaware corporation (“Peak” or the “Company”)), and the undersigned subscriber (the “Investor”). WHEREAS, Peak is seeking commitments from interested investors to purchase (i) Unsecured Convertible Promissory Notes of Peak in the form

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): April 28, 2023 Peak Bio, Inc. (Ex

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): April 28, 2023 Peak Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39951 85-2448157 (State or other jurisdiction of incorporation) (Commission File Numb

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): April 4, 2023 Peak Bio, Inc. (Exa

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): April 4, 2023 Peak Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39951 85-2448157 (State or other jurisdiction of incorporation) (Commission File Numbe

Second Amendment to Lock-Up Agreement, dated as of April 4, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 21, 2023).

EX-10.1 Exhibit 10.1 SECOND AMENDMENT TO LOCK-UP AGREEMENT This Second Amendment to Lock-Up Agreement (this “Amendment”) is made as of April 4, 2023 (the “Effective Date”) by and among Peak Bio, Inc. (f/k/a Ignyte Acquisition Corp.), a Delaware corporation (the “Company”), Peak Bio Co., Ltd., a corporation organized under the laws of the Republic of Korea (“Peak Bio Korea”), and certain stockholde

Key Company Stockholder Debt Conversion Agreement, dated as of April 5, 2023, by and between Peak Bio, Inc. and Hoyoung Huh (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 7, 2023).

EX-10.1 EXHIBIT 10.1 PEAK BIO, INC. April 5, 2023 Dr. Hoyoung Huh Re: Debt Conversion in Future Qualified Financings Dr. Huh: Reference is made to the fact that you are the founder of Peak Bio, Inc. (the “Company”), you are a member of the board of directors of the Company, and you are the holder of approximately 34% of the outstanding shares of the common stock of the Company. Further, this will

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): April 3, 2023 Peak Bio, Inc. (Exa

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): April 3, 2023 Peak Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39951 85-2448157 (State or other jurisdiction of incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 001-39951 CUSIP NUMBER: 70470P 108 70470P 116 (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: 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 For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

PKBO / Peak Bio Inc / Huh Hoyoung - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Peak Bio, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 70470P 108 (CUSIP Number) Hoyoung Huh c/o Peak Bio, Inc. 350 W Bayshore Rd, Suite 100, Palo Alto, CA 94303 (650) 549-9103 (Name, Address and Te

Joint Filing Agreement, dated March 21, 2023.

EX-7.1 Exhibit 7.1 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13D filed on or about this date and any further amendments thereto with respect to beneficial ownership by the undersigned of the shares of the common stock, par value $0.0001 per share of Peak Bio, Inc., a Delaware corporation (the “Issuer”), and such other sec

Amendment to Common Stock Purchase Agreement, dated as of March 13, 2023, by and between Peak Bio, Inc. and White Lion Capital LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 17, 2023).

EX-10.1 Exhibit 10.1 AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT BETWEEN PEAK BIO, INC. AND WHITE LION CAPITAL LLC THIS AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT (this “Amendment”), effective March 13, 2023 (the “Amendment Effective Date”), is by and between Peak Bio, Inc. (the “Company”) and White Lion Capital LLC (the “Investor”) and amends the Common Stock Purchase Agreement between the Com

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 13, 2023 Peak Bio, Inc. (Ex

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 13, 2023 Peak Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39951 85-2448157 (State or other jurisdiction of incorporation) (Commission File Numb

23,517,773 Shares of Common Stock Up to 2,992,045 Shares of Common Stock Issuable Upon Exercise of the Warrants Up to 2,992,045 Warrants

424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-268801 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated March 1, 2023) 23,517,773 Shares of Common Stock Up to 2,992,045 Shares of Common Stock Issuable Upon Exercise of the Warrants Up to 2,992,045 Warrants This prospectus supplement supplements the prospectus dated March 1, 2023 (the “Prospectus”), which forms a part of our registration

Unsecured Promissory Note, dated as of March 3, 2023, delivered by Peak Bio, Inc. to Hannol Ventures LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 9, 2023).

EX-10.1 Exhibit 10.1 Peak Bio, Inc. 3350 W Bayshore Rd, Suite 100 Palo Alto, CA 94303 UNSECURED PROMISSORY NOTE Principal Sum: $250,000 March 3, 2023 This Promissory Note is being delivered by Peak Bio, Inc. (“Maker”) to Hannol Ventures LLC (“Beneficiary”). Promise to Pay. For value received, Maker promises to pay to the order of Beneficiary the principal sum of Two Hundred and Fifty Thousand Doll

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): March 3, 2023 Peak Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39951 85-2448157 (State or other jurisdiction of incorporation) (Commission File Numbe

23,517,773 Shares of Common Stock Up to 2,992,045 Shares of Common Stock Issuable Upon Exercise of the Warrants Up to 2,992,045 Warrants

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-268801 PROSPECTUS 23,517,773 Shares of Common Stock Up to 2,992,045 Shares of Common Stock Issuable Upon Exercise of the Warrants Up to 2,992,045 Warrants This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “Selling Securityholders”) of (i) up to 23

PKBO / Peak Bio Inc / SBI INVESTMENT KOREA CO., LTD. - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) PEAK BIO, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 7

JOINT FILING AGREEMENT

EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.0001 par value, of Peak Bio, Inc., a Delaware corporation, and further agree that this Jo

VIA EDGAR

VIA EDGAR February 27, 2023 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.

Peak Bio, Inc. 3350 W. Bayshore Rd., Suite 100 Palo Alto, CA 94303 February 14, 2023

Peak Bio, Inc. 3350 W. Bayshore Rd., Suite 100 Palo Alto, CA 94303 February 14, 2023 VIA EDGAR Attention: Jimmy McNamara Suzanne Hayes United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.C. 20549 Re: Peak Bio, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed February 1, 2023 File No. 333-268801 Ladi

US45175H1142 / Ignyte Acquisition Corp. / Vellar Opportunities Fund Master, Ltd. Passive Investment

SC 13G/A 1 cohenco-ignyw123122a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* IGNYTE ACQUISITION CORP. (Name of Issuer) Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share (Title of Class of Securities) 45175H114 (CUSIP Numb

As filed with the Securities and Exchange Commission on February 14, 2023 Registration No. 333-268801 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT

Table of Contents As filed with the Securities and Exchange Commission on February 14, 2023 Registration No.

PKBO / Peak Bio Inc / Flynn James E Passive Investment

SC 13G/A 1 e618267sc13ga-ignyte.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 2) * Peak Bio, Inc. (formerly known as Ignyte Acquisition Corp.) (Name of Issuer) Common Stock (Title of Class of Securities

PKBO / Peak Bio Inc / FROST PHILLIP MD ET AL - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1) (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 PEAK BIO, INC. (Name of Issuer) Common Stock, $0.0001 par value Warrants, each whole warrant exercisable for one share of common stock for $11.

JOINT FILING AGREEMENT

EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.

Filing Fee Table

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Peak Bio, Inc.

As filed with the Securities and Exchange Commission on January 31, 2023

S-1/A #2 Table of Contents As filed with the Securities and Exchange Commission on January 31, 2023 Registration No.

Peak Bio, Inc. 3350 W. Bayshore Rd., Suite 100 Palo Alto, CA 94303 January 31, 2023

Peak Bio, Inc. 3350 W. Bayshore Rd., Suite 100 Palo Alto, CA 94303 January 31, 2023 VIA EDGAR Attention: Jimmy McNamara Christine Westbrook United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.C. 20549 Re: Peak Bio, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed January 5, 2023 File No. 333-268801

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): January 6, 2023 Peak Bio, Inc. (E

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): January 6, 2023 Peak Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39951 85-2448157 (State or other jurisdiction of incorporation) (Commission File Num

As filed with the Securities and Exchange Commission on January 4, 2023

Table of Contents As filed with the Securities and Exchange Commission on January 4, 2023 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Peak Bio, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees

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): December 28, 2022 Peak Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39951 85-2448157 (State or other jurisdiction of incorporation) (Commission File N

Form of Amendment to Lock-Up Agreement, dated as of January 4, 2023.

Exhibit 10.2 Form of Amendment to Lock-Up Agreement AMENDMENT TO LOCK-UP AGREEMENT This Amendment to Lock-Up Agreement (this ?Amendment?) is made as of January 4, 2023 (the ?Effective Date?) by and among Peak Bio, Inc. (f/k/a Ignyte Acquisition Corp.), a Delaware corporation (the ?Company?), Peak Bio Co., Ltd., a corporation organized under the laws of the Republic of Korea (?Peak Bio Korea?), and

Peak Bio, Inc. 3350 W. Bayshore Rd., Suite 100 Palo Alto, CA 94303 January 4, 2023

Peak Bio, Inc. 3350 W. Bayshore Rd., Suite 100 Palo Alto, CA 94303 January 4, 2023 VIA EDGAR Attention: Jimmy McNamara Christine Westbrook United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.C. 20549 Re: Ignyte Acquisition Corp. Registration Statement on Form S-1 Filed December 15, 2022 File No. 333-268801 Ladies a

Form of PIPE Subscription Agreement, dated as of December 30, 2022, by and between Peak Bio, Inc. and the Investor party thereto.

Exhibit 10.1 Form of PIPE Subscription Agreement SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into on December 30, 2022, by and between Peak Bio, Inc., a Delaware corporation (?Peak?), and the undersigned subscriber (the ?Investor?). WHEREAS, this Subscription Agreement is being entered into following the recent closing of a business combination on

Amendment to Key Company Stockholder Forward Purchase Agreement, dated as of December 29, 2022, by and between Peak Bio, Inc. and Hoyoung Huh.

Exhibit 10.3 AMENDMENT TO KEY COMPANY STOCKHOLDER FORWARD PURCHASE AGREEMENT This Amendment to Key Company Stockholder Forward Purchase Agreement (this ?Amendment?) is made as of December 29, 2022 (the ?Effective Date?) by and between Peak Bio, Inc. (f/k/a Ignyte Acquisition Corp.), a Delaware corporation (the ?Company?), and Hoyoung Huh, M.D., Ph.D. (the ?Investor?). WHEREAS, Investor and the Com

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

EX-99.1 5 d426805dex991.htm EX-99.1 Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Capitalized terms used but not defined in this Exhibit 99.1 shall have the meanings ascribed to them in the Current Report on Form 8-K (the “Form 8-K”) filed with the Securities and Exchange Commission (the “SEC”) on January 4, 2023 and, if not defined in the Form 8-K/A, included in the Co

Subsidiaries of Registrant (incorporated by reference to Exhibit 21.1 of the Company’s Registration Statement on Form S-1 (File No. 333-268801).

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT ? Peak Bio Co., Ltd. (Republic of Korea) ? Ignyte Korea Co, Ltd. (Republic of Korea)

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Peak Bio, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees

As filed with the Securities and Exchange Commission on December 1 4 , 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PEAK BIO, INC.

Table of Contents As filed with the Securities and Exchange Commission on December 1 4 , 2022 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 1, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 1, 2022 Peak Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39951 85-2448157 (State or other jurisdiction of incorporation)

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 fiscal quarter ended September 30, 2022 or ☐ TRANSITION REP

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 fiscal quarter ended September 30, 2022 or ☐ 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:

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

EX-99.2 Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Capitalized terms used but not defined in this Exhibit 99.5 shall have the meanings ascribed to them in the Current Report on Form 8-K/A (the “Form 8-K/A”) filed with the Securities and Exchange Commission (the “SEC”) on November 21, 2022 and, if not defined in the Form 8-K/A, included in the Company’s effective prox

PEAK BIO’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

EX-99.3 Exhibit 99.3 PEAK BIO’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of Peak Bio’s financial condition and results of operations together with Peak Bio’s unaudited carve-out condensed consolidated financial statements and audited carve-out consolidated financial statements and notes thereto inclu

INDEX TO CARVE-OUT CONDENSED CONSOLIDATED FINANCIAL STATEMENTS PEAK BIO Carve-out Condensed Consolidated Financial Statements As of and for the Nine Months Ended September 30, 2022 and 2021 Balance Sheets F-2 Statements of Operations and Comprehensiv

EX-99.1 Exhibit 99.1 INDEX TO CARVE-OUT CONDENSED CONSOLIDATED FINANCIAL STATEMENTS PEAK BIO Carve-out Condensed Consolidated Financial Statements As of and for the Nine Months Ended September 30, 2022 and 2021 (Unaudited) Balance Sheets F-2 Statements of Operations and Comprehensive Loss F-3 Statements of Equity (Deficit) F-4 Statements of Cash Flows F-5 Notes to Carve-out Condensed Consolidated

SEC FILE NUMBER: 001-39951

SEC FILE NUMBER: 001-39951 CUSIP NUMBER: 70470P1084 70470P1167 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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: September 30, 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 For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

Form of Indemnification Agreement.

EX-10.4 Exhibit 10.4 PEAK BIO, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is dated as of [•], 2022 and is between Peak Bio, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”). RECITALS A. Indemnitee’s service to the Company substantially benefits the Company. B. Individuals are reluctant to serve as directors or officers of corporations or in

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

EX-99.5 Exhibit 99.5 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Capitalized terms used but not defined in this Exhibit 99.1 shall have the meanings ascribed to them in the Current Report on Form 8-K (the “Form 8-K”) filed with the Securities and Exchange Commission (the “SEC”) on November 7, 2022 and, if not defined in the Form 8-K, included in the Company’s effective proxy state

PEAK BIO’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

EX-99.3 Exhibit 99.3 PEAK BIO’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of Peak Bio’s financial condition and results of operations together with Peak Bio’s unaudited carve-out condensed consolidated financial statements and audited carve-out consolidated financial statements and notes thereto inclu

Common Stock Purchase Agreement, dated as of November 3, 2022, by and between White Lion Capital, LLC and Peak Bio, Inc. (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on November 7, 2022).

EX-10.6 Exhibit 10.6 COMMON STOCK PURCHASE AGREEMENT Dated as of November 3, 2022 by and between Peak Bio, Inc. and WHITE LION CAPITAL LLC TABLE OF CONTENTS ARTICLE I DEFINITIONS 2 ARTICLE II PURCHASE AND SALE OF COMMON STOCK 2 Section 2.1 Purchase and Sale of Stock 2 Section 2.2 Closing Date; Settlement Dates 2 Section 2.3 Initial Public Announcements and Required Filings 2 ARTICLE III PURCHASE T

Lock-Up Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on November 7, 2022).

EX-10.2 Exhibit 10.2 LOCK-UP AGREEMENT by and among IGNYTE ACQUISITION CORP., PEAK BIO CO., LTD., and certain STOCKHOLDERS OF PEAK BIO CO., LTD. Dated as of November 1, 2022 This Lock-Up Agreement (this “Agreement”) is made and entered into as of November 1, 2022, by and among Ignyte Acquisition Corp., a Delaware corporation (“Ignyte”), Peak Bio Co., Ltd., a corporation organized under the laws of

Registration Rights Agreement, dated as of November 1, 2022, by and among Peak Bio, Inc., Ignyte Sponsor LLC and the Holders party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on November 7, 2022).

EX-10.1 Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 1, 2022, by and among Peak Bio, Inc., a Delaware corporation (the “Company”) (f/k/a Ignyte Acquisition Corp., a Delaware corporation (“Ignyte”)), Ignyte Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and each of the undersigned stockho

Key Company Stockholder Lock-Up Agreement (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on November 7, 2022).

EX-10.3 Exhibit 10.3 LOCK-UP AGREEMENT by and among IGNYTE ACQUISITION CORP., PEAK BIO CO., LTD., and HOYOUNG HUH Dated as of November 1, 2022 This Lock-Up Agreement (this “Agreement”) is made and entered into as of November 1, 2022, by and among Ignyte Acquisition Corp., a Delaware corporation (“Ignyte”), Peak Bio Co., Ltd., a corporation organized under the laws of the Republic of Korea (the “Co

Registration Rights Agreement, dated as of November 3, 2022, by and between White Lion Capital, LLC and Peak Bio, Inc. (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the SEC on November 7, 2022).

EX-10.7 Exhibit 10.7 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 3, 2022 (the “Execution Date”), is by and between White Lion Capital, LLC, a Nevada limited liability company (the “Investor”), and Peak Bio, Inc., a Delaware corporation (f/k/a Ignyte Acquisition Corp., the “Company”). RECITALS A. The parties desire that, upon the terms a

Amended and Restated Bylaws of Peak Bio, Inc. (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed with the SEC on November 7, 2022).

EX-3.2 Exhibit 3.2 Adopted as of November 1, 2022 AMENDED AND RESTATED BY LAWS OF PEAK BIO, INC. ARTICLE I OFFICES 1.1 Registered Office. The registered office of Peak Bio, Inc. (the “Corporation”) in the State of Delaware shall be established and maintained at 108 W. 13th Street, Suite 100, Wilmington, Delaware 19801, County of New Castle and Vcorp Services, LLC shall be the registered agent of t

IGNYTE’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

EX-99.4 Exhibit 99.4 IGNYTE’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These fo

IGNYTE ACQUISITION CORP. Condensed Financial Statements Condensed Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021 2 Unaudited Condensed Statements of Operations for the three and six months ended June 30, 2022 and 2021 3 Unaudite

EX-99.2 Exhibit 99.2 IGNYTE ACQUISITION CORP. Condensed Financial Statements Condensed Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021 2 Unaudited Condensed Statements of Operations for the three and six months ended June 30, 2022 and 2021 3 Unaudited Condensed Statements of Changes in Stockholders’ Deficit for the three and six months ended June 30, 2022 and 2021 4 Unaudited

PEAK BIO Carve-out Condensed Consolidated Financial Statements As of and for the Six Months Ended June 30, 2022 and 2021 Balance Sheets 2 Statements of Operations and Comprehensive Loss 3 Statements of Deficit 4 Statements of Cash Flows 5 Notes to Ca

EX-99.1 Exhibit 99.1 PEAK BIO Carve-out Condensed Consolidated Financial Statements As of and for the Six Months Ended June 30, 2022 and 2021 (Unaudited) Balance Sheets 2 Statements of Operations and Comprehensive Loss 3 Statements of Deficit 4 Statements of Cash Flows 5 Notes to Carve-out Condensed Consolidated Financial Statements 6 PEAK BIO BALANCE SHEETS June 30, 2022 December 31, 2021 (unaudi

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 1, 2022 Peak Bio, Inc. (

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 1, 2022 Peak Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39951 85-2448157 (State or other jurisdiction of incorporation) (Commission File Nu

Second Amended and Restated Certificate of Incorporation of Peak Bio, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on November 7, 2022).

EX-3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF IGNYTE ACQUISITION CORP. Pursuant to Sections 242 and 245 of the Delaware General Corporation Law Ignyte Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Existing Corporation”), by its Co-Chief Executive Officer, hereby certifies as follows: 1. The name of the Existin

Peak Bio Co., Ltd. to List on NASDAQ Following Successful Business Combination with Ignyte Acquisition Corp. Combined Company Scheduled to Commence Trading on NASDAQ Under the Ticker Symbol “PKBO”

EX-99.1 Exhibit 99.1 Peak Bio Co., Ltd. to List on NASDAQ Following Successful Business Combination with Ignyte Acquisition Corp. Combined Company Scheduled to Commence Trading on NASDAQ Under the Ticker Symbol “PKBO” NEW YORK—(BUSINESS WIRE)— Peak Bio Co., Ltd. (“Peak Bio”), a clinical-stage biopharmaceutical company focused on developing the next-generation of therapeutics to treat oncology and

Form of New PIPE Subscription Agreement, dated as of October 31, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 2, 2022).

EX-10.1 Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on October 31, 2022, by and between Ignyte Acquisition Corp., a Delaware corporation (“Ignyte”), and the undersigned subscriber (the “Investor”). WHEREAS, this Subscription Agreement is being entered into in connection with the Business Combination Agreement, dated as of April 28

Payment Agreement, dated November 1, 2022, by and between Ignyte Acquisition Corp. and Ingalls & Snyder, LLC.

EX-10.3 Exhibit 10.3 PAYMENT AGREEMENT This Payment Agreement (this “Agreement”) is made as of November 1, 2022, by and among Ignyte Acquisition Corp. (the “Company”) and Ingalls & Snyder, LLC (“Ingalls”). Together, the parties to this Agreement will be referred to herein as the “Parties” and each a “Party.” WHEREAS, on or about October 28, 2022, the Parties entered into an agreement (the “Marketi

Form of Amended and Restated Warrant Agreement, dated as of October 31, 2022, by and between Ignyte Acquisition Corp. and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on November 2, 2022).

EX-10.4 Exhibit 10.4 Form of Amended and Restated Warrant Agreement AMENDED AND RESTATED WARRANT AGREEMENT This AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”) is made as of October 31, 2022 between Ignyte Acquisition Corp., a Delaware corporation, with offices at 640 Fifth Avenue, 4th Floor, New York, New York 10019 (“Company”), and Continental Stock Transfer & Trust Company, a New York

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 31, 2022 Peak Bio, Inc. (

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 31, 2022 Peak Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39951 85-2448157 (State or other jurisdiction of incorporation) (Commission File Nu

Payment Agreement, dated November 1, 2022, by and between Ignyte Acquisition Corp. and Ignyte Sponsor LLC.

EX-10.2 Exhibit 10.2 PAYMENT AGREEMENT This Payment Agreement (this “Agreement”) is made as of November 1, 2022, by and among Ignyte Acquisition Corp. (the “Company”) and Ignyte Sponsor LLC (“Sponsor”). Together, the parties to this Agreement will be referred to herein as the “Parties” and each a “Party.” WHEREAS, on March 21, 2022 and September 20, 2022, the Company issued unsecured promissory no

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 25, 2022 IGNYTE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39951 85-2448157 (State or other jurisdiction of inco

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 25, 2022 IGNYTE ACQUISITI

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 25, 2022 IGNYTE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39951 85-2448157 (State or other jurisdiction of incorporation) (Commissi

Forward Share Purchase Agreement, dated as of October 25, 2022, by and among Ignyte Acquisition Corp. and Frost Gamma Investments Trust (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on October 27, 2022).

EX-10.1 Exhibit 10.1 FORWARD SHARE PURCHASE AGREEMENT This Forward Share Purchase Agreement (this “Agreement”) is entered into as of October 25, 2022, by and among Ignyte Acquisition Corp., a Delaware corporation (“Ignyte”) and Frost Gamma Investments Trust (the “Investor”). Each of Ignyte and the Investor are individually referred to herein as a “Party” and collectively as the “Parties”. Recitals

Ignyte Acquisition Corp. Stockholders Approve Proposed Business Combination with Peak Bio Transaction Expected to Close on October 31, 2022

EX-99.1 Exhibit 99.1 Ignyte Acquisition Corp. Stockholders Approve Proposed Business Combination with Peak Bio Transaction Expected to Close on October 31, 2022 NEW YORK—(BUSINESS WIRE)—Ignyte Acquisition Corp. (“Ignyte”) (NASDAQ: IGNY), a publicly traded special purpose acquisition company, today announced that Ignyte’s stockholders have approved its proposed business combination (the “Business C

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 23, 2022 IGNYTE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39951 85-2448157 (State or other jurisdiction of incorporation) (Commissi

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

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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 18, 2022 IGNYTE ACQUISITI

DEFA14A 1 d387988ddefa14a.htm DEFA14A 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 18, 2022 IGNYTE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39951 85-2448157 (State or other ju

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 18, 2022 IGNYTE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39951 85-2448157 (State or other jurisdiction (Commission (IRS Employer o

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 (Amendment No. 2)

Table of Contents 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 (Amendment No. 2) Filed by the Registrant ? 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 1

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 (Amendment No. 1)

PRER14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Ignyte Acquisition Corp. 640 Fifth Avenue New York, NY 10019 October 13, 2022

Ignyte Acquisition Corp. 640 Fifth Avenue New York, NY 10019 October 13, 2022 VIA EDGAR Attention: Daniel Crawford Alan Campbell United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.C. 20549 Re: Ignyte Acquisition Corp. Preliminary Proxy Statement on Schedule 14A Filed September 23, 2022 File No. 001-39951 Ladies an

Form of Peak Bio, Inc. 2022 Long-Term Incentive Plan (incorporated by reference to Annex J of Ignyte Acquisition Corp.’s Definitive Proxy Statement filed with the SEC on October 7, 2022).

Table of Contents 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 ? 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)) ? Defi

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 (Amendment No. 5)

Table of Contents 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 (Amendment No. 5) Filed by the Registrant ? 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 1

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 (Amendment No. 4)

Table of Contents 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 (Amendment No. 4) Filed by the Registrant ? 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 1

Ignyte Acquisition Corp. 640 Fifth Avenue New York, NY 10019 October 3, 2022

CORRESP 1 filename1.htm Ignyte Acquisition Corp. 640 Fifth Avenue New York, NY 10019 October 3, 2022 VIA EDGAR Attention: Jenn Do Lynn Dicker Daniel Crawford Alan Campbell United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.C. 20549 Re: Ignyte Acquisition Corp. Amendment No. 3 to Preliminary Proxy Statement on Sche

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 28, 2022 IGNYTE ACQUISI

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 28, 2022 IGNYTE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39951 85-2448157 (State or other jurisdiction (Commission (IRS Employer

Regulation FD Disclosure, Financial Statements and Exhibits

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 28, 2022 IGNYTE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39951 85-2448157 (State or other jurisdiction (Commission (IRS Employer

Peak Bio Corporate Presentation, dated September 2022.

Exhibit 10.1 Peak Bio Corporate Presentation Ladenburg Thalmann Investor Conference-September 2022 Confidential 1 Disclaimer This confidential presentation (the ?presentation?) is being delivered to you by Peak Bio (the ?Company?) for use in connection with a proposed business combination with Ignyte Acquisition Corp. (?Ignyte?) and the related transactions contemplated thereby (collectively, the

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 (Amendment No. 3)

Table of Contents 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 (Amendment No. 3) Filed by the Registrant ? 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 1

Ignyte Acquisition Corp. 640 Fifth Avenue New York, NY 10019 September 26, 2022

Ignyte Acquisition Corp. 640 Fifth Avenue New York, NY 10019 September 26, 2022 VIA EDGAR Attention: Jenn Do Lynn Dicker Daniel Crawford Alan Campbell United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.C. 20549 Re: Ignyte Acquisition Corp. Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A Filed Septem

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

Table of Contents 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 ? 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)) ? Defi

Working Capital Promissory Note, dated September 20, 2022.

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 COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH

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): September 20, 2022 IGNYTE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39951 85-2448157 (State or other jurisdiction (Commission (IRS Employer

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 (Amendment No. 2)

Table of Contents 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 (Amendment No. 2) Filed by the Registrant ? 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 1

Ignyte Acquisition Corp. 640 Fifth Avenue New York, NY 10019 September 12, 2022

CORRESP 1 filename1.htm Ignyte Acquisition Corp. 640 Fifth Avenue New York, NY 10019 September 12, 2022 VIA EDGAR Attention: Jenn Do Lynn Dicker Daniel Crawford Alan Campbell United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE Washington, D.C. 20549 Re: Ignyte Acquisition Corp. Amendment No. 1 to Preliminary Proxy Statement o

US45175H1142 / Ignyte Acquisition Corp. / Vellar Opportunities Fund Master, Ltd. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

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 fiscal quarter ended June 30, 2022 or ☐ 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 fiscal quarter ended June 30, 2022 or ? 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-

Ignyte Acquisition Corp. 640 Fifth Avenue New York, NY 10019 August 5, 2022

Ignyte Acquisition Corp. 640 Fifth Avenue New York, NY 10019 August 5, 2022 VIA EDGAR Attention: Jenn Do Lynn Dicker United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.C. 20549 Re: Ignyte Acquisition Corp. Form 10-K for the Fiscal Year Ended December 31, 2021 Filed March 31, 2022 File No. 1-39951 Ladies and Gentle

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 (Amendment No. 1)

Table of Contents 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 (Amendment No. 1) Filed by the Registrant ? 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 1

Calculation of Filing Fee Tables Schedule 14A Ignyte Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation Proposed Maximum Aggregate Value of Transaction Fee Rate Amount of Filing Fee Fees to Be Paid

Exhibit 107 Calculation of Filing Fee Tables Schedule 14A Ignyte Acquisition Corp.

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 (Amendment No. )

Table of Contents 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 (Amendment No. ) Filed by the Registrant ? 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 14

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 fiscal quarter ended March 31, 2022 ☐ TRANSITION REPORT PUR

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 fiscal quarter ended March 31, 2022 or ? 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: 001-39951 Ignyte Acqu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 001-39951 CUSIP NUMBER: 45175H 106 45175H 114 45175H 205 (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: March 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 For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

IGNY / Ignyte Acquisition Corp. / Oliveira Steven Michael - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 1) (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ?240.13d-2 Ignyte Acquisition Corp. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G45175H106 (CUSIP Number) May 2, 202

Investor Presentation.

Exhibit 99.3

Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 29, 2022).

Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into on April 28, 2022, by and between Ignyte Acquisition Corp., a Delaware corporation (?Ignyte?), and the undersigned subscriber (the ?Investor?). WHEREAS, this Subscription Agreement is being entered into in connection with the Business Combination Agreement, dated as of the date hereof (a

Form of Key Company Stockholder Forward Purchase Agreement, dated as of April 28, 2022, by and between Ignyte and Hoyoung Huh (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 29, 2022).

Exhibit 10.2 KEY COMPANY STOCKHOLDER FORWARD PURCHASE AGREEMENT This KEY COMPANY STOCKHOLDER FORWARD PURCHASE AGREEMENT (this ?Purchase Agreement?) is entered into on April 28, 2022, by and between Ignyte Acquisition Corp., a Delaware corporation (?Ignyte?), and the undersigned subscriber (the ?Investor?). WHEREAS, this Purchase Agreement is being entered into in connection with the Business Combi

Business Combination Agreement, dated as of April 28, 2022, by and among Ignyte Acquisition Corp., Ignyte Korea Co., Ltd. and Peak Bio Co., Ltd. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on April 29, 2022).

Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among IGNYTE ACQUISITION CORP., IGNYTE KOREA CO., LTD. and PEAK BIO CO., LTD Dated as of April 28, 2022 Table of Contents Page ARTICLE I. DEFINITIONS 2 SECTION 1.01 Certain Definitions 2 SECTION 1.02 Construction. 13 ARTICLE II. THE BUSINESS COMBINATION; CLOSING 13 SECTION 2.01 Equity Exchange 13 SECTION 2.02 Conversion of Company Common Stock 14 S

Sponsor Support Agreement, dated as of April 28, 2022, by and between Ignyte Acquisition Corp. and Ignyte Sponsor LLC (1)

Exhibit 10.3 SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this ?Agreement?), dated as of April 28 2022, is entered into by and among Ignyte Sponsor LLC, a Delaware limited liability company (the ?Sponsor?), Ignyte Acquisition Corp., a Delaware corporation (?Ignyte?), and Peak Bio Co., Ltd., a corporation organized under the laws of the Republic of Korea (the ?Company?). Capitalized te

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): April 28, 2022 IGNYTE ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-39951 85-2448157 (State or Other Jurisdiction of (Commission File Number) (IRS

Slide 1

Exhibit 99.2 Slide 1: (Title) DAVID Starts (DR) Update intro for DR) Welcome everybody to the announcement call for the business combingation of Ignyte Acquisition Corp. and Peak Bio. Thank you for taking the time to learn about this company and what we believe to be an exciting and unique transaction. We are excited to partner with the Peak team in bringing a new and differentiated biotech compan

Peak Bio and Ignyte Acquisition Corp. Announce Business Combination Agreement to Create Publicly Listed Oncology and Inflammation Company - Company to be led by Hoyoung Huh, M.D. Ph.D., serial entrepreneur / investor with notable public and private b

Exhibit 99.1 Peak Bio and Ignyte Acquisition Corp. Announce Business Combination Agreement to Create Publicly Listed Oncology and Inflammation Company - Company to be led by Hoyoung Huh, M.D. Ph.D., serial entrepreneur / investor with notable public and private biotech board positions - $25 million private investment in public equity (?PIPE?) with participation from leading healthcare institutiona

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, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTI

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, 2021 ? 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: 001-39951 Ignyte Acq

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): March 21, 2022 IGNYTE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39951 85-2448157 (State or other jurisdiction (Commission (IRS Employer of

Promissory Note, dated March 21, 2021 issued to Ignyte Sponsor LLC (4)

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 COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH

IGNY / Ignyte Acquisition Corp. / Flynn James E Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.

IGNY / Ignyte 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. )* Ignyte Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 45175H106 (CUSIP Number) January 27, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

IGNY / Ignyte Acquisition Corp. / K2 PRINCIPAL FUND, L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A (Rule 13d-102) Amendment No. 2 Under the Securities Exchange Act of 1934 IGNYTE ACQUISITION CORP (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 45175H106 (CUSIP Number) January 25, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to

IGNY / Ignyte Acquisition Corp. / K2 PRINCIPAL FUND, L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A Amendment No. 1 (Rule 13d-102) Under the Securities Exchange Act of 1934 IGNYTE ACQUISITION CORP (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 45175H106 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box t

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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 15, 2021 IGNYTE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39951 85-2448157 (State or other jurisdiction (Commission (IRS Employer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 fiscal quarter ended September 30, 2021 or ? 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: 001-39951 Ignyte

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 fiscal quarter ended June 30, 2021 or ? 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: 001-39951 Ignyte Acqui

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 fiscal quarter ended March 31, 2021 or ? 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: 001-39951 Ignyte Acqu

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): July 14, 2021 IGNYTE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39951 85-2448157 (State or other jurisdiction (Commission (IRS Employer of i

IGNY / Ignyte Acquisition Corp. / K2 PRINCIPAL FUND, L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 IGNYTE ACQUISITION CORP (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 45175H106 (CUSIP Number) July 12, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule p

Ignyte Acquisition Corp. Receives Notification of Deficiency from Nasdaq Related to Delayed Filing of Quarterly Report on Form 10-Q

Exhibit 99.1 Ignyte Acquisition Corp. Receives Notification of Deficiency from Nasdaq Related to Delayed Filing of Quarterly Report on Form 10-Q NEW YORK, NY, June 1, 2021 (GLOBE NEWSWIRE) ? Ignyte Acquisition Corp. (NASDAQ:IGNYU) (the ?Company?) today announced that on May 28, 2021 it received a notice from Nasdaq Regulation indicating that, as a result of not having timely filed its Quarterly Re

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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): May 28, 2021 IGNYTE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39951 85-2448157 (State or other jurisdiction (Commission (IRS Employer of in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 001-39951 CUSIP NUMBER: 45175H 106 45175H 114 45175H 205 (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: March 31, 2021 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

Annual Report - AMENDMENT TO ANNUAL REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A Amendment No. 1 ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? 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: 00

Letter Agreement, dated January 27, 2021, by and among the Registrant and David Rosenberg*

Exhibit 10.4 January 27, 2021 Ignyte Acquisition Corp. 277 Park Avenue, 26th Floor New York, New York 10172 EarlyBirdCapital, Inc. 366 Madison Ave 8th Floor New York, NY 10017 Re: Initial Public Offering Ladies and Gentlemen: This letter (?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Ignyte Acq

Letter Agreement, dated January 27, 2021, by and among the Registrant and Ignyte Sponsor LLC*

Exhibit 10.6 January 27, 2021 Ignyte Acquisition Corp. 277 Park Avenue, 26th Floor New York, New York 10172 EarlyBirdCapital, Inc. 366 Madison Ave 8th Floor New York, NY 10017 Re: Initial Public Offering Ladies and Gentlemen: This letter (?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Ignyte Acq

Letter Agreement, dated January 27, 2021, by and among the Registrant and Cheryl Cohen*

Exhibit 10-2 January 27, 2021 Ignyte Acquisition Corp. 277 Park Avenue, 26th Floor New York, New York 10172 EarlyBirdCapital, Inc. 366 Madison Ave 8th Floor New York, NY 10017 Re: Initial Public Offering Ladies and Gentlemen: This letter (?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Ignyte Acq

Description of Securities*

Exhibit 4.2 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Ignyte Acquisition Corp. (?we,? ?our,? ?us? or the ?Company?) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (i) its common stock, $0.0001 par value per share (

Promissory Note, dated November 20, 2020, issued to David Rosenberg*

Exhibit 10.11 PROMISSORY NOTE $26,667.00 As of November 20, 2020 Ignyte Acquisition Corp. (?Maker?) promises to pay to the order of David Rosenburg or his successors or assigns (?Payee?) the principal sum of $26,667.00 Dollars and No Cents ($26,667.00) in lawful money of the United States of America, on the terms and conditions described below. 1. Principal. The principal balance of this Note shal

Letter Agreement, dated January 27, 2021, by and among the Registrant and David J. Strupp, Jr.*

Exhibit 10.7 January 27, 2021 Ignyte Acquisition Corp. 277 Park Avenue, 26th Floor New York, New York 10172 EarlyBirdCapital, Inc. 366 Madison Ave 8th Floor New York, NY 10017 Re: Initial Public Offering Ladies and Gentlemen: This letter (?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Ignyte Acq

Letter Agreement, dated January 27, 2021, by and among the Registrant and Charles Wilson*

Exhibit 10.8 January 27, 2021 Ignyte Acquisition Corp. 277 Park Avenue, 26th Floor New York, New York 10172 EarlyBirdCapital, Inc. 366 Madison Ave 8th Floor New York, NY 10017 Re: Initial Public Offering Ladies and Gentlemen: This letter (?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Ignyte Acq

Promissory Note, dated November 20, 2020, issued to Steven Kaplan*

Exhibit 10.12 PROMISSORY NOTE $26,667.00 As of November 20th, 2020 Ignyte Acquisition Corp. (?Maker?) promises to pay to the order of David Strupp or his successors or assigns (?Payee?) the principal sum of Twenty-Six Thousand Six Hundred and Sixty-Seven Dollars and No Cents ($26,667 in lawful money of the United States of America, on the terms and conditions described below. 1. Principal. The pri

Promissory Note, dated November 20, 2020, issued to David Strupp*

Exhibit 10.10 PROMISSORY NOTE $26,666.00 As of November 20, 2020 Ignyte Acquisition Corp. (?Maker?) promises to pay to the order of Steven Kaplan or his successors or assigns (?Payee?) the principal sum of $26,666.00 Dollars and No Cents ($26,666.00) in lawful money of the United States of America, on the terms and conditions described below. 1. Principal. The principal balance of this Note shall

Annual Report - ANNUAL REPORT

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, 2020 ? 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: 001-39951 Ignyte Acq

Letter Agreement, dated January 27, 2021, by and among the Registrant and Steven Kaplan*

Exhibit 10.3 January 27, 2021 Ignyte Acquisition Corp. 277 Park Avenue, 26th Floor New York, New York 10172 EarlyBirdCapital, Inc. 366 Madison Ave 8th Floor New York, NY 10017 Re: Initial Public Offering Ladies and Gentlemen: This letter (?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Ignyte Acq

Letter Agreement, dated January 27, 2021, by and among the Registrant and Richard Rosenstock*

Exhibit 10.5 January 27, 2021 Ignyte Acquisition Corp. 277 Park Avenue, 26th Floor New York, New York 10172 EarlyBirdCapital, Inc. 366 Madison Ave 8th Floor New York, NY 10017 Re: Initial Public Offering Ladies and Gentlemen: This letter (?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Ignyte Acq

Letter Agreement, dated January 27, 2021, by and among the Registrant and John Andrew Boockmar*

Exhibit 10.1 January 27, 2021 Ignyte Acquisition Corp. 277 Park Avenue, 26th Floor New York, New York 10172 EarlyBirdCapital, Inc. 366 Madison Ave 8th Floor New York, NY 10017 Re: Initial Public Offering Ladies and Gentlemen: This letter (?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Ignyte Acq

- NOTICE UNDER RULE 12B25 OF INABILITY TO TIMELY FILE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 001-39951 CUSIP NUMBER: 45175H 106 45175H 114 45175H 205 (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, 2020 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

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): March 10, 2021 IGNYTE ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-39951 85-2448157 (State or Other Jurisdiction (Commission (IRS Employer of Inco

Ignyte Acquisition Corp. Announces Separate Trading of its Common Stock and Warrants

Ignyte Acquisition Corp. Announces Separate Trading of its Common Stock and Warrants March 10, 2021 NEW YORK?(BUSINESS WIRE)?Ignyte Acquisition Corp. (NASDAQ: IGNYU) (the ?Company?) announced today that, commencing on or about March 12, 2021, holders of units sold in the Company?s initial public offering may elect to separately trade the shares of the Company?s common stock and warrants included i

JOINT FILING AGREEMENT

EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 Ignyte Acqu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 Ignyte Acquisition Corp. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 45175H205 (CUSIP Number) January 28, 2021 (Date of Event

Ignyte Acquisition Corp. Announces Closing of $57,500,000 Initial Public Offering

EX-99.2 3 ignyte3865751-ex992.htm PRESS RELEASE DATED FEBRUARY 2, 2021 Ignyte Acquisition Corp. Announces Closing of $57,500,000 Initial Public Offering New York, NY, Feb. 2, 2021 (GLOBE NEWSWIRE) – Ignyte Acquisition Corp. (NASDAQ: IGNYU) (the “Company”) announced that it closed its initial public offering of 5,750,000 units, including the full 750,000 units subject to the underwriters over-allot

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): February 1, 2021 IGNYTE ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-39951 85-2448157 (State or Other Jurisdiction (Commission (IRS Employer of In

IGNYTE ACQUISITION CORP.

EX-99.1 2 ignyte3865751-ex991.htm AUDITED BALANCE SHEET Exhibit 99.1 IGNYTE ACQUISITION CORP. Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of February 1, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Ignyte Acquisition Corp. Opinion on the Financial Statement W

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. ) * Ignyte

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 Ignyte Acqu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 Ignyte Acquisition Corp. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G45175H106 (CUSIP Number) January 28, 2021 (Date of Even

Investment Management Trust Agreement, dated January 27, 2021, between Continental Stock Transfer & Trust Company and the Registrant (1)

INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made as of January 27, 2021 by and between Ignyte Acquisition Corp.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits - CURRENT REPORT

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): January 27, 2021 IGNYTE ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-39951 85-2448157 (State or Other Jurisdiction (Commission (IRS Employer of In

Registration Rights Agreement, dated January 27, 2021, between the Registrant and certain securityholders of the Registrant (1)

REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of January 27, 2021, by and among Ignyte Acquisition Corp.

Stock Escrow Agreement, dated January 27, 2021, between the Registrant, Ignyte Sponsor LLC, and Continental Stock Transfer & Trust Company (1)

EX-10.3 8 ignyte3863651-ex103.htm STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of January 27, 2021 (“Agreement”), by and among Ignyte Acquisition Corp., a Delaware corporation (“Company”), the stockholder of the Company listed on Exhibit A hereto (the “Founder”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (“Escrow Agent

Administrative Services Agreement, dated January 27, 2021, between the Registrant and Ignyte Sponsor LLC (1)

EX-10.4 9 ignyte3863651-ex104.htm ADMINISTRATIVE SERVICES AGREEMENT Ignyte Acquisition Corp. 640 Fifth Avenue, 4th Floor New York, NY 10019 January 27, 2021 Ignyte Sponsor LLC 640 Fifth Avenue, 4th Floor New York, NY 10019 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration State

Underwriting Agreement between Ignyte Acquisition Corp. and EarlyBirdCapital, Inc., as representative of the underwriters.

5,000,000 Units IGNYTE ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York January 27, 2021 EarlyBirdCapital, Inc. 366 Madison Avenue New York, New York 10017 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Ignyte Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”)

Form of Indemnification Agreement (1)

INDEMNIFICATION AGREEMENT This Agreement, made and entered into effective as of January 27, 2021 (“Agreement”), by and between Ignyte Acquisition Corp.

Business Combination Marketing Agreement between Ignyte Acquisition Corp. and EarlyBirdCapital, Inc.

EX-1.2 3 ignyte3863651-ex12.htm BUSINESS COMBINATION MARKETING AGREEMENT EARLYBIRDCAPITAL, INC. 366 Madison Avenue New York, New York 10017 January 27, 2021 Ignyte Acquisition Corp. 640 Fifth Avenue, 4th Floor New York, NY 10019 Ladies and Gentlemen: This is to confirm our agreement (this “Agreement”) whereby Ignyte Acquisition Corp., a Delaware corporation (“Company”), has requested EarlyBirdCapi

Amended and Restated Certificate of Incorporation (1)

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF IGNYTE ACQUISITION CORP. Pursuant to Sections 242 and 245 of the Delaware General Corporation Law Ignyte Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), by its Chief Executive Officer, hereby certifies as follows: 1. The name of the Corporation is “Ignyte Acquisition Corp.” 2.

Warrant Agreement, dated January 27, 2021, between Continental Stock Transfer & Trust Company and the Registrant (1)

EX-4.1 5 ignyte3863651-ex41.htm WARRANT AGREEMENT WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”) is made as of January 27, 2021 between Ignyte Acquisition Corp., a Delaware corporation, with offices at 277 Park Avenue, 26th Floor, New York, New York 10172 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Stre

Ignyte Acquisition Corp. Announces Pricing of $50,000,000 Initial Public Offering

Ignyte Acquisition Corp. Announces Pricing of $50,000,000 Initial Public Offering New York, NY, Jan. 27, 2021 (GLOBE NEWSWIRE) – Ignyte Acquisition Corp. (NASDAQ: IGNYU) (the “Company”) announced today that it priced its initial public offering of 5,000,000 units at $10.00 per unit. The units will be listed on the Nasdaq Capital Market (“Nasdaq”) and trade under the ticker symbol “IGNYU” beginning

$50,000,000 Ignyte Acquisition Corp. 5,000,000 Units

Filed Pursuant to Rule 424(b)(4) Registration No. 333-252011 PROSPECTUS $50,000,000 Ignyte Acquisition Corp. 5,000,000 Units Ignyte Acquisition Corp. is 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 businesses or entities, which we ref

- REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(B)

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 IGNYTE ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 85-2448157 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 650 5th Avenue, 4th Floor

Form of Business Combination Marketing Agreement.

EX-1.2 3 ignyte3840331-ex12.htm FORM OF BUSINESS COMBINATION MARKETING AGREEMENT EARLYBIRDCAPITAL, INC. 366 Madison Avenue New York, New York 10017 [●], 2021 Ignyte Acquisition Corp. 640 Fifth Avenue, 4th Floor New York, NY 10019 Ladies and Gentlemen: This is to confirm our agreement (this “Agreement”) whereby Ignyte Acquisition Corp., a Delaware corporation (“Company”), has requested EarlyBirdCap

Audit committee charter.

Exhibit 99.1 Adopted: , 2021 AUDIT COMMITTEE CHARTER OF IGNYTE ACQUISITION CORP. Purpose The purposes of the Audit Committee (the “Audit Committee”) of the Board of Directors (“Board”) of Ignyte Acquisition Corp. (“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 qualifications

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

EX-4.4 10 ignyte3840331-ex44.htm FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT Exhibit 4.4 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2021 between Ignyte Acquisition Corp., a Delaware corporation, with offices at 277 Park Avenue, 26th Floor, New York, New York 10172 (“Company”), and Continental Stock Transfer & T

Promissory Note.

Exhibit 10.3 PROMISSORY NOTE $ As of , 2020 Ignyte Acquisition Corp. (“Maker”) promises to pay to the order of or his successors or assigns (“Payee”) the principal sum of Dollars and No Cents ($75,000) in lawful money of the United States of America, on the terms and conditions described below. 1. Principal. The principal balance of this Note shall be repayable on the earlier of (i) June 30, 2021,

Specimen Common Stock Certificate.

EX-4.2 8 ignyte3840331-ex42.htm SPECIMEN COMMON STOCK CERTIFICATE Exhibit 4.2 NUMBER SHARES C IGNYTE ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF DELAWARE COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that CUSIP 45175H106 is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE PAR VALUE OF $0.0001 EACH OF IGNYTE ACQUISITION CORP. transferable on the books

Bylaws (2)

EX-3.3 6 ignyte3840331-ex33.htm BYLAWS Exhibit 3.3 Adopted as of August 6, 2020 BY LAWS OF IGNYTE ACQUISITION CORP. ARTICLE I OFFICES 1.1 Registered Office. The registered office of Ignyte Acquisition Corp. (the “Corporation”) in the State of Delaware shall be established and maintained at 1013 Centre Road, Suite 403-B, Wilmington, Delaware 19805, County of New Castle and Vcorp Services, LLC shall

Form of Stock Escrow Agreement.

Exhibit 10.6 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of [●], 2021 (“Agreement”), by and among Ignyte Acquisition Corp., a Delaware corporation (“Company”), the stockholder of the Company listed on Exhibit A hereto (the “Founder”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (“Escrow Agent”). WHEREAS, the Company was formed for the purpose

Form of Administrative Services Agreement.

EX-10.7 18 ignyte3840331-ex107.htm FORM OF ADMINISTRATIVE SERVICES AGREEMENT Exhibit 10.7 Ignyte Acquisition Corp. 277 Park Avenue, 26th Floor New York, New York 10172 [●], 2021 Ignyte Sponsor LLC 277 Park Avenue, 26th Floor New York, New York 10172 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration stateme

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

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made as of [●], 2021 by and between Ignyte Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333-[●] (“Registration Statement”) and prospectus (“Prospectus”) for the initia

Specimen Warrant Certificate.

Exhibit 4.3 NUMBER (SEE REVERSE SIDE FOR LEGEND) WARRANTS - THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION DATE (DEFINED BELOW) IGNYTE ACQUISITION CORP. CUSIP 45175H114 WARRANT THIS CERTIFIES THAT, for value received is the registered holder of a warrant or warrants (the “Warrant(s)”) of Ignyte Acquisition Corp., a Delaware corporation (the “Company”), expiring at 5:00 p.m., Ne

Form of Registration Rights Agreement.

EX-10.4 15 ignyte3840331-ex104.htm FORM OF REGISTRATION RIGHTS AGREEMENT Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2021, by and among Ignyte Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively,

Specimen Unit Certificate.

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS IGNYTE ACQUISITION CORP. CUSIP 45175H205 UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE-HALF OF ONE WARRANT THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of common stock, par value $0.0001 per share (“Common Stock”), of Ignyte Acquisition Corp., a Delaware corporation (the “Company”), a

Compensation committee charter.

Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF IGNYTE ACQUISITION CORP. I. PURPOSES The Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Ignyte Acquisition Corp. (the “Company”) for the purposes of, among other things, (a) discharging the Board’s responsibilities relating to the compensation of the Company’s named exe

Form of Amended and Restated Certificate of Incorporation.

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF IGNYTE ACQUISITION CORP. Pursuant to Section 245 of the Delaware General Corporation Law Ignyte Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), by its Chief Executive Officer, hereby certifies as follows: 1. The name of the Corporation is “Ignyte Acquisition Corp.”.

Form of Indemnification Agreement.

Exhibit 10.8 INDEMNIFICATION AGREEMENT This Agreement, made and entered into effective as of [●], 2021 (“Agreement”), by and between Ignyte Acquisition Corp., a Delaware corporation (“Company”), and the undersigned indemnitee (“Indemnitee”). WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being promulgated have increased the potential for liability of

Form of Letter Agreement from each of the Registrant’s officers, directors and sponsor.

EX-10.1 12 ignyte3840331-ex101.htm FORM OF LETTER AGREEMENT Exhibit 10.1 [ , 2021] Ignyte Acquisition Corp. 277 Park Avenue, 26th Floor New York, New York 10172 EarlyBirdCapital, Inc. 366 Madison Ave 8th Floor New York, NY 10017 Re: Initial Public Offering Ladies and Gentlemen: This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriti

Form of Subscription agreement for private warrants by Ignyte Sponsor LLC.

Exhibit 10.5 As of , 2021 Ladies and Gentlemen: Ignyte Acquisition Corp. (“Corporation”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”). Ignyte Sponsor LLC (the “Sponsor”

Code of Ethics (2)

Exhibit 14 IGNYTE ACQUISITION CORP. CODE OF ETHICS 1. Introduction The Board of Directors (the “Board”) of Ignyte Acquisition Corp. (the “Company”) has adopted this code of ethics (this “Code”), which is applicable to all directors, officers, and employees (to the extent that employees are hired in the future) (each a “person,” as used herein) of the Company, with the intent to: ● promote honest a

Registration Statement - GENERAL FORM OF REGISTRATION STATEMENT FOR ALL COMPANIES

As filed with the Securities and Exchange Commission on January 11, 2021 Registration No.

Certificate of Incorporation (2)

EX-3.1 4 ignyte3840331-ex31.htm CERTIFICATE OF INCORPORATION Exhibit 3.1 CERTIFICATE OF INCORPORATION OF IGNYTE ACQUISITION CORP. Pursuant to Section 102 of the Delaware General Corporation Law I, the undersigned, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware (the “GCL”), do hereby ce

Nominating committee charter.

Exhibit 99.3 Adopted: , 2021 NOMINATING COMMITTEE CHARTER OF IGNYTE ACQUISITION CORP. The responsibilities and powers of the Nominating Committee (the “Nominating Committee”) of the Board of Directors (“Board”) of Ignyte Acquisition Corp. (the “Company”), as delegated by the Board, are set forth in this charter. Whenever the Nominating Committee takes an action, it shall exercise its independent j