Business context and reporting period
This is MedTech Acquisition Corporation’s unaudited Form 10-Q for the quarter ended June 30, 2023, signed August 1, 2023. Although the requested company is TriSalus Life Sciences, Inc., this filing is from its prospective SPAC merger partner; it does not report TriSalus’s standalone operating results. MedTech was a shell company that had not commenced operations or generated operating revenue.
The proposed TriSalus business combination would make TriSalus a wholly owned subsidiary and rename the combined company TriSalus Life Sciences, Inc. The transaction remained subject to closing conditions and stockholder approval.
Financial results and liquidity
| Metric | Three months ended June 30, 2023 | Six months ended June 30, 2023 |
|---|---|---|
| Operating revenue | None | None |
| General and administrative expense | $1.43 million | $2.27 million |
| Net income (loss) | $(995,039) | $(1.44) million |
| Net income (loss) per share, Class A and B | $(0.12) | $(0.18) |
| Cash used in operating activities | Not separately presented | $(1.01) million |
Net losses included noncash gains from lower warrant-liability fair values: $265,334 for the quarter and $530,668 for the half-year. Trust-account interest was $212,338 and $369,371, respectively. These items partly offset expenses and do not represent operating revenue. Margins are not meaningful because the company had no operating revenue.
At June 30, 2023, cash outside the trust was $103,975; trust assets were $12.08 million. Current liabilities were $6.03 million, total liabilities $15.31 million, and stockholders’ deficit $15.12 million. Working-capital deficit was $5.84 million, excluding $30,694 of income taxes payable. Related-party notes and extension notes were among current liabilities; the filing reports no long-term debt. The company also had an $8.75 million deferred underwriting fee payable, which Raymond James agreed to waive if the TriSalus transaction closes.
Material changes versus the prior comparable period
- Net results shifted from income of $2.39 million in Q2 2022 and $5.22 million in the first half of 2022 to losses in the 2023 periods. General and administrative expense rose from $288,273 to $1.43 million for the quarter and from $958,080 to $2.27 million for the half-year.
- The principal offset to expenses was smaller: warrant fair-value gains were $265,334 for Q2 2023 versus $2.39 million in Q2 2022, and $530,668 for the first half versus $5.84 million.
- Redemptions at the June 2023 extension meeting reduced public shares by 808,628 and withdrew approximately $8.48 million from the trust. Public shares subject to redemption declined to 1,144,794 from 1,953,422 at December 31, 2022.
- On June 26, the Sponsor converted 6,249,999 founder shares from Class B to Class A; the shares retained their existing restrictions.
Outlook, commentary, risks and unusual items
- Management planned to complete the TriSalus business combination in Q3 2023. The company’s deadline to complete a business combination was extended to September 22, 2023; failure to close by then would require liquidation and dissolution. Management stated that substantial doubt exists about the company’s ability to continue as a going concern if it cannot complete a transaction by the deadline.
- The merger agreement amendments reduced the minimum available closing cash condition for TriSalus from $60 million to $35 million. The stated merger consideration was $220 million in MedTech common stock, valued at $10 per share.
- Investors subscribed for 4,015,002 shares of proposed Series A convertible preferred stock for $40.15 million, with funding conditional on the merger closing. The preferred stock was to be initially convertible one-for-one into common stock, rank senior to common stock for specified distributions, and carry an accumulating 8% annual dividend. The filing also reports July 4 subscription activity and termination of the Sponsor backstop arrangement.
- After June 30, the company drew an additional $140,000 under a Sponsor working-capital note; further extension-note funds and a matching TriSalus deposit were also reported. These are subsequent events, not June 30 cash balances.
- Other risks include potential 1% federal excise tax on certain redemptions, reduced trust-account interest after moving funds to a demand deposit account, and the possibility that warrants expire worthless if no business combination closes. The filing identifies broader economic, geopolitical, inflation, interest-rate, and market risks.
- Management reported effective disclosure controls as of June 30 and no material change in internal control over financial reporting during the quarter. No pending or contemplated litigation was reported to management’s knowledge.
Most important facts for investors to verify
- Whether the TriSalus business combination actually closed, met its conditions—including the $35 million available-cash threshold—and received required approvals before the September 22, 2023 deadline.
- Whether the $40.15 million preferred-stock PIPE funded at closing and the final preferred-stock terms, including cumulative dividends, voting rights, and conversion mechanics.
- How redemptions, transaction expenses, related-party financing, and any excise tax affected cash available to the combined company.
- TriSalus’s standalone operating performance, cash needs, and financial condition; those results are not provided in this SPAC filing.