Business context and reporting period
This June 30, 2021 Form 10-Q is filed by MedTech Acquisition Corporation, a blank-check company—not TriSalus Life Sciences, Inc. The company had no operations or operating revenue; its activities were formation, its December 2020 IPO, and searching for a business-combination target. Financial statements cover the three and six months ended June 30, 2021; the balance sheet is compared with December 31, 2020.
Financial results and liquidity
| Metric | Three months ended June 30, 2021 | Six months ended June 30, 2021 / June 30 balance |
|---|---|---|
| Revenue | None | |
| General and administrative expense | $783,925 | $1,091,917 |
| Operating loss | $(783,925) | $(1,091,917) |
| Net income | $378,866 | $6,832 |
| Cash used in operating activities | $(692,054) for the six months | |
| Cash outside trust | $642,944 | |
| Trust investments | Approximately $250.0 million | |
| Working capital | Approximately $813,000 | |
| Total liabilities | $22,685,347, including $13,581,333 warrant liability and $8,750,000 deferred underwriting fees | |
| Total assets | $251,207,793 |
Quarterly net income primarily reflected a $1,159,999 gain from the change in warrant fair value; six-month net income included a $1,061,333 warrant fair-value gain and $37,416 of trust interest. These non-operating items offset operating expenses. Conventional profit margins are not meaningful because the company had no revenue. No long-term debt was reported, and no working-capital loans were outstanding. The $8.75 million deferred underwriting fee is payable only if a business combination is completed.
Changes, outlook, and risks
- The filing provides no comparable 2020 quarterly or year-to-date income statement figures, so a year-over-year earnings comparison is not available in the supplied text. Cash declined from $1,334,998 at December 31, 2020 to $642,944 at June 30, 2021; trust investments increased from $250,003,298 to $250,040,713.
- After quarter-end, on August 12, 2021, the company agreed to combine with Memic Innovative Surgery Ltd. The agreement states an implied Memic enterprise value of $625 million and includes a proposed $76.35 million PIPE investment, both subject to transaction terms and closing conditions. The transaction had not closed as of the reporting date.
- Management expected available working capital and potential borrowing capacity to fund needs through the earlier of a business combination or one year from the filing. The company may need additional financing, particularly if transaction costs exceed estimates or redemptions are significant. No earnings guidance was provided.
- The company must complete a business combination by December 22, 2022 or redeem public shares and liquidate, subject to the filing’s terms. Public shareholders may redeem shares in connection with a transaction; warrants may expire worthless if no transaction closes.
- Management said COVID-19 could adversely affect the company’s financial position, operations, or target search, but the impact was not determinable. The company also disclosed a material weakness in disclosure controls related to prior warrant-accounting restatement; remediation was underway but not complete as of June 30, 2021.
Important facts for investors to verify
- Confirm the issuer: this filing is for MedTech Acquisition Corporation, not TriSalus Life Sciences, Inc.
- Review the full Memic merger agreement, PIPE conditions, redemption mechanics, and subsequent transaction filings; the proposed deal was announced after quarter-end.
- Assess the quality and volatility of reported earnings: warrant remeasurement drove reported net income despite an operating loss.
- Verify liquidity, transaction spending, potential financing needs, and the December 22, 2022 business-combination deadline.
- Track remediation of the disclosed material weakness and any further restatements or control updates.