Business context and reporting period
This is MedTech Acquisition Corporation’s unaudited Form 10-Q for the quarter ended March 31, 2023, not an operating-company quarterly report from TriSalus Life Sciences, Inc. MedTech was a blank-check company pursuing a merger with TriSalus; it reported no operating activity or revenue. If completed, the transaction would rename the combined company TriSalus Life Sciences, Inc. The filing was signed May 11, 2023.
Key financial metrics
| Metric | Q1 2023 / March 31, 2023 | Comparable period / December 31, 2022 |
|---|---|---|
| Revenue | No operating revenue | No operating revenue |
| General and administrative expenses | $843,346 | $669,807 in Q1 2022 |
| Net income (loss) | $(448,097) | $2,836,725 in Q1 2022 |
| Basic and diluted loss per share | $(0.05) for Class A and Class B | $0.09 for each class in Q1 2022 |
| Operating cash flow | $(698,415) | $(425,954) in Q1 2022 |
| Cash outside Trust Account | $136,798 | $153,563 |
| Cash held in Trust Account | $20,219,328 | $19,827,884 |
| Total assets | $20,520,212 | $20,187,776 |
| Current liabilities | $4,664,232 | $3,842,998 |
| Total liabilities | $14,210,232 | $13,654,332 |
| Warrant liabilities | $796,000 | $1,061,334 |
| Working capital deficit | $4,308,376, excluding income taxes payable | Not clearly stated for the comparable date |
There was no reported operating margin because the company had no operating revenue. Net loss included a $265,334 gain from the change in warrant fair value and $157,033 of Trust Account interest income; these non-operating items offset part of expenses and taxes. Financing cash flow was $916,061, principally from related-party notes, an extension note, Sponsor support and a TriSalus contribution. The filing does not present conventional operating-company debt or liquidity measures; it reports related-party and extension notes as current liabilities.
Material changes versus the prior comparable period
- Results shifted from Q1 2022 net income of $2.84 million to a Q1 2023 net loss of $448,097. The principal difference was the smaller warrant-liability fair-value gain: $265,334 versus $3.45 million in Q1 2022.
- General and administrative expense rose about 26% to $843,346 from $669,807.
- Operating cash use increased to $698,415 from $425,954. Cash outside the Trust Account declined by $16,765 during Q1 2023.
- Related-party borrowings increased: the convertible note reached its $1.5 million limit, and the Sponsor’s working-capital and extension notes also increased.
- Only 1,953,422 public shares remained after 23,046,578 shares were redeemed in December 2022. The Trust Account balance was approximately $20.2 million at quarter-end.
Outlook, risks and unusual items
- The merger agreement provided for $220 million of consideration to TriSalus stockholders, payable in MedTech common shares valued at $10 per share. The transaction remained subject to closing conditions. The agreement included a condition requiring at least $40 million in private-financing commitments by March 31, 2023; this filing does not clearly state whether that condition was met.
- MedTech’s business-combination deadline was June 22, 2023. Management said completion by then was uncertain and concluded that the deadline, possible mandatory liquidation and limited liquidity raised substantial doubt about the company’s ability to continue as a going concern. Management planned to complete a combination before the deadline; no liquidation adjustments were recorded.
- If no combination occurred by the deadline, the company was required to redeem public shares and liquidate; warrants could expire worthless. Sponsor notes generally were non-interest-bearing and payable upon a combination, with certain repayment limitations if no combination closed.
- Raymond James agreed to waive its $8.75 million deferred underwriting fee if the TriSalus transaction closed. It could receive $3 million to $4.5 million in other advisory and placement fees at closing, depending on financing raised. Certain TriSalus-related legal fees were contingent on closing and had not been recorded as liabilities.
- In April 2023, the parties amended the merger agreement to address assumption and conversion of certain TriSalus restricted stock unit awards. The company also drew further amounts under Sponsor notes and deposited additional extension funds after quarter-end.
- Other disclosed risks included inability to secure financing or complete the merger, potential U.S. stock-repurchase excise tax, financial-institution liquidity risks and broader market, inflation, geopolitical and pandemic-related uncertainty. Management reported disclosure controls were effective and no material change in internal control during the quarter.
Important facts for investors to verify
- Confirm the current status and closing conditions of the TriSalus merger, including whether the required private financing was obtained and how much financing is available.
- Verify whether the business combination closed before the June 22, 2023 deadline and review subsequent filings for any extension, liquidation or transaction updates.
- Review post-redemption capitalization, public-share redemptions, dilution from founder shares, warrants and assumed equity awards, and the final cash proceeds available to the combined company.
- Confirm the amounts, repayment terms and conversion or warrant rights of Sponsor-related notes, and the final treatment of advisory, underwriting and transaction fees.
- Assess TriSalus’s standalone operating results, cash needs and outlook in its own filings; this 10-Q primarily reports the SPAC and does not provide a clear operating-company financial picture for TriSalus.