Business Context and Reporting Period
MedTech Acquisition Corporation (MTAC), a special purpose acquisition company, filed this Form 8-K dated March 10, 2022, reporting events effective March 9, 2022. The filing concerns its proposed business combination with Memic Innovative Surgery Ltd. and Maestro Merger Sub, Inc. The provided metadata identifies Trisalus Life Sciences, Inc., but the filing’s registrant is MedTech Acquisition Corporation.
Material Transaction Update
- On March 10, 2022, MTAC, Memic and Merger Sub entered into a termination agreement, mutually terminating the business combination agreement originally executed on August 12, 2021.
- The termination was effective as of March 9, 2022.
- The business combination agreement and related transaction agreements became void, with no liability for the parties, subject to stated exceptions.
- The parties also agreed to releases of claims relating to the proposed transaction, subject to certain exceptions.
- MTAC stated that it intends to continue pursuing a business combination.
Stockholder Meeting and Vote
MTAC convened and then adjourned its special stockholder meeting on March 9, 2022, without conducting other business. The meeting had been called to consider the proposed Memic transaction.
| Item | Result |
|---|---|
| Shares represented at meeting | 26,100,992 shares, representing approximately 83.52% of voting power and constituting a quorum |
| Adjournment proposal: For | 21,954,156 |
| Adjournment proposal: Against | 3,142,736 |
| Adjournment proposal: Abstain | 1,004,100 |
The meeting was initially adjourned to March 10, 2022, but was canceled following termination of the business combination agreement. The proposed transaction therefore did not proceed.
Financial Metrics, Liquidity and Outlook
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, operating results or other financial performance metrics. It also does not provide financial guidance. Management’s stated outlook is limited to continuing to pursue a business combination.
Risks, Contingencies and Unusual Items
- The termination eliminates the proposed Memic transaction and related agreements, subject to the terms and exceptions in the termination agreement.
- MTAC remains a SPAC and must identify and complete another business combination; the filing does not provide a timetable or terms for a replacement transaction.
- The termination agreement contains releases and exceptions that should be reviewed in the filed agreement.
- The filing includes a joint press release announcing the termination.
Investor Verification Points
- Review Exhibit 10.1 for the complete termination terms, releases and exceptions.
- Confirm the status of MTAC’s trust account, redemption obligations and remaining liquidity in subsequent filings.
- Monitor subsequent filings for a new business combination, liquidation plans or extensions.
- Verify the registrant identity, because the filing names MedTech Acquisition Corporation rather than Trisalus Life Sciences, Inc.